Bisichi PLC Annual Report 2024

Company Registration No. 00112155

Bisichi PLC

Strategic report

The Directors present the

Strategic Report of the

company for the year ended

31 December 2024. The aim

of the Strategic Report is to

provide shareholders with the

ability to assess how the

Directors have performed

their duty to promote the

success of the company

forthecollectivebenefit

of shareholders.

Contents

STRATEGIC REPORT

2 Chairman’sStatement

4 Principalactivity,strategy

&businessmodel

5 Miningreview

7 Sustainabledevelopment

20 Principalrisks&uncertainties

24 Financial&performancereview

GOVERNANCE

31 Directorsandadvisors

32 Fiveyearsummary

32 Financialcalendar

33 Directors’report

40 StatementoftheChairmanofthe

remunerationcommittee

41 Annualremunerationreport

51 Auditcommitteereport

53 Valuers’certificates

54 Directors’responsibilitiesstatement

55 Independentauditor’sreporttothe

shareholdersofBisichiPlc

FINANCIAL STATEMENTS

65 Consolidatedincomestatement

66 Consolidatedstatementofother

comprehensiveincome

67 Consolidatedbalancesheet

69 Consolidatedstatementofchanges

inshareholders’equity

70 Consolidatedcashflowstatement

71 Groupaccountingpolicies

81 Notestothefinancialstatements

109 Companybalancesheet

110 Companystatementofchangesinequity

111 Notestothefinancialstatements

Bisichi PLC

StrategicReport

The higher earnings for the Group,

compared to 2023, are mainly attributable

tothesignificantimprovementinmining

production and lower mining costs at our

South African coal mining asset, Black Wattle

Colliery. This offset the lower prices for our

coal sold by Sisonke Coal Processing,

the Group’s South African coal

processing operation.

The successful transition to our new mining

area at Black Wattle in late 2023 resulted in a

steady improvement in mining production in

2024 and lower mining costs compared to

the reserves mined in 2023. We are pleased

to report that the Group achieved production

of 1.5million metric tonnes in 2024, compared

to 0.8million metric tonnes in 2023.

The increased production at Black Wattle

also positively impacted Sisonke Coal

Processing, with coal sales increasing to

1.2million metric tonnes (2023: 1.0million

metric tonnes). As previously reported,

Transnet, the South African state rail

operator and the wider South African coal

industry, are working hard collectively to

implement measures to increase rail

capacity. We are pleased to report that

during the period, the Group’s rail exports

increased to 209,000 metric tonnes,

compared to 134,000 metric tonnes in

2023. During the period, the improved rail

exports were offset by lower prices of Free

on Board (FOB) coal from Richards Bay

Coal Terminal (API4 price) and domestic

prices achievable. During the year, the API4

price averaged US$106 compared to US$120

in 2023. While lower coal prices achievable

during the year impacted revenue, the

increased coal sales volume allowed Group

revenue to increase to £52.3million

(2023: £49.3million).

Looking ahead to 2025, we remain optimistic

aboutthecontinuedbenefitsfromBlack

Wattle’s enhanced production and the

positive developments in rail logistics.

However, we are mindful of the current coal

market volatility with lower seaborne coal

prices,reflectingatemporarybuildupin

global coal supply and a slowdown in

demand, impacting coal revenue in 2025

to date. With such uncertainty we are

approaching this year with caution and

we are proactively managing this by

maintainingadiversifiedcustomerbase

andremainconfidentinthelong-termvalue

of our South African operations.

The Group recognises the need for, and is

committedto,thediversificationofitsfuture

business activities. The Group is continually

looking at alternative mining, commodity

and renewable energy related opportunities,

as well as new opportunities to add to our

existing UK property and listed equity

related investment portfolios. In the interim,

we continue to work closely with Vunani

Mining, our BEE partner in Black Wattle and

Sisonke Coal Processing, to ensure that we

are responsible stewards of our legacy coal

operationstakingintoaccounttheclimate-

related risks outlined in our climate report

on page 12 and the impact these risks may

have on all our stakeholders.

In the UK, rental revenue from our retail

property portfolio remains a stable

contributor, generating £1.3million in rental

revenue (2023: £1.3million) during the year.

We are also pleased to report that, in

December 2024, the Group signed a

renewedfiveyeartermfacilitywithHodge

Bank limited for £3.9million secured against

the Group’s UK property portfolio.

The Group continues to hold its joint venture

development investment in West Ealing,

with London & Associated Properties PLC

and Metroprop Real Estate Ltd. As previously

reported, in 2024 the joint venture fully

implementedtheplanningconsentfor56flats

and four retail units. In common with the rest

of the residential development market this

projecthasexperiencedadifficult2024.

There have been headwinds throughout, of

whichthemostglaringhasbeeninflationin

construction costs. Pricing has also been

affected by perceived risk brought about

by new construction regulation. The joint

ventureisexploringapre-saleofallthe

flatstominimiseriskandinterestcosts,and

it is working with its lenders to agree the

bestfinancialoutcomeforallparties.Allof

Chairman’s Statement

Wearepleasedtoreportthatfortheyearended31December2024,yourcompany

madeaprofitbeforeinterest,tax,depreciationandamortisation(EBITDA)of£10.4million

(2023:£3.4million)andanoperatingprofitbeforedepreciation,fairvalueadjustments

andexchangemovements(AdjustedEBITDA)of£10.9million(2023:£2.6million).

Strategic Report

Bisichi PLC

StrategicReport

Chairman’sStatement

these elements are still underway, and

we remain hopeful that we will achieve

a satisfactory outcome, but there remain

significantrisksthatmayimpacttheoverall

financialreturnfromthisproject.

Atyear-endtheGroup’stotalnon-current

and current listed equity related investments

heldatfairvaluethroughprofitandlosswere

valued at £15.0million (2023: £15.0million).

The Group achieved dividend income from

investments during the period of £0.34million

(2023: £0.56million) and a gain in value

from investments of £0.07million (2023:

£0.76million). The Group’s investment

portfolios comprise primarily of listed

equities and listed equity related funds

involved or invested in extractive and

energy related business activities, including

entities involved in the extraction of

commodities needed for the clean

energy transition.

It was with great sadness that, in April 2024,

the Board of Bisichi announced the death

ofourseniornon-executivedirector

Christopher Joll. In addition, in October 2024,

we announced the retirement from the Board

of Mr John Sibbald, whom we would like to

express our sincere gratitude for his 36 years

of service. To complement the remaining

Board, we were delighted to welcome

Clement Robin W Parish and the Rt Hon.

StephenCrabbasIndependentNon-

executive Directors during the year. Their

extensive knowledge and experience will

bring a new perspective to the Group’s

strategy of growing the company’s existing

and future spread of business interests

and investments.

Finally,yourdirectorsproposeafinal

year-enddividendof4p(2023:4p)per

share.Thefinaldividendproposedwill

be payable on Friday 25 July 2025 to

shareholders registered at the close of

business on 4 July 2025. This takes the

total dividends per share for the year

to 7p (2023: 7p).

On behalf of the Board and shareholders,

I would like to thank all of our staff for their

hard work and dedication during the

course of the year.

Andrew Heller

Executive Chairman

& Managing Director

28 April 2025

Bisichi PLC

StrategicReport

Principal activity, strategy

& business model

The company carries on business as a mining company and its principal activity is

coal mining and coal processing in South Africa.Thecompany’sstrategyistocreate

anddeliverlongtermsustainablevaluetoallourstakeholdersthroughour

businessmodelwhichcanbebrokendownintothreekeyareas:

1 2

Acquisition

& investment

Production

& sustainability

Processing

& marketing

TheGroupcontinuestooverseeresponsibly

itsexistingminingandprocessingoperations

inSouthAfricaaswellasactivelytoseekand

evaluatenewalternativemining,commodity

andrenewableenergyrelatedopportunities.

TheGroupaimstoachievethisthroughnew

commercialarrangements.

Inaddition,weseektobalancethehighrisk

ofourminingoperationswithadependable

cashflowfromourUKpropertyinvestment

operationsandlistedequityrelatedinvestment

portfolios.Thecompanyprimarilyinvestsin

retailpropertyacrosstheUKaswellas

residentialpropertydevelopment.TheUKRetail

propertyportfolioismanagedbyLondon&

AssociatedPropertiesPLCwhoseresponsibility

istoactivelymanagetheportfoliotoimprove

rentalincomeandthusenhancethevalueof

theportfolioovertime.TheGroup’slistedequity

relatedinvestmentportfolioscompriseprimarily

oflistedequitiesandlistedequityrelatedfunds

involvedorinvestedinextractiveandenergy

relatedbusinessactivities,includingentities

involvedintheextractionofcommodities

neededforthecleanenergytransition.

TheGroupstrivestomineitsremaining

SouthAfricancoalreservesinaneconomical

andsustainablemannerthatdeliversvalue

toallourstakeholders.

TheGroupseekstoachievevaluefromits

SouthAfricancoalprocessinginfrastructure

throughthewashing,transportationand

marketingofcoalintoboththedomestic

andexportmarkets.

Bisichi PLC

StrategicReport

Mining review

TheprimarydriveroftheGroup’sperformancein2024wastheturnaroundatourSouthAfrican

coalminingasset,BlackWattleColliery.Overcomingthegeologicalchallengesof2023,thesuccessful

implementationofournewminingarearesultedinadramaticincreaseinproductionandlowermining

costs.Theseimprovements,alongwithimprovedrailcapacityforexporthelpedoffsetlowerinternational

anddomesticcoalprices.Withanincreaseincoalmarketvolatilitygoinginto2025,managementwillbe

focussingonmaintainingproductionlevelsandmaximisingrevenuefromitsdiversifiedcustomerbase.

Production and operations

For the majority of 2023, geological issues

reduced the production from our opencast

mining area as well as increasing related

mining and blasting costs. In the third

quarter of 2023, management took the

decision to transition both our mining

contractors to a new mining area. After

overcoming temporary water issues going

into 2024, mining of this new area steadily

progressed and we are pleased to report

the mine achieved production of 1.5million

metric tonnes (2023: 0.8million metric

tonnes) during the year. In 2025 to date, we

have seen mining production remain stable

and we expect the improved production

performance at Black Wattle to continue

throughout 2025.

We continue to work closely with Vunani

Mining, our Black Economic Empowerment

(BEE) partner in Black Wattle and Sisonke

Coal processing, to ensure that we are

responsible stewards of our legacy coal

operations,whichhavealifeofmineoffive

years, taking into account the climate

related risks outlined in our climate report

on page 12 and the impact these risks may

have on all our stakeholders.

Main trends/markets

As previously announced, constraints which

were beyond our control, in transporting coal

for export on the South African rail network,

significantlyimpactedtheGroup’sexport

sales during 2023. Transnet, the South African

state rail operator and the wider South African

coal industry, are working hard collectively to

implement measures to increase rail capacity.

We are pleased to report that during the

period, the Group’s rail exports increased

to 209,000 metric tonnes, compared to

134,000 metric tonnes in 2023. We continue

to monitor the progress being made by

Transnet and remain optimistic that the

measures being implemented will continue

to have a positive impact on the value

achieved from our South African operations.

During the period, the improved rail exports

were offset by lower prices of Free on Board

(FOB) coal from Richards Bay Coal Terminal

(API4 price). During the year, the API4 price

averaged US$106 compared to US$120 in

2023, whilst the Rand to Dollar exchange

rate remained largely rangebound. The

lower prices resulted in the Group achieving

an average Rand price of R1,086 per tonne

of export coal sold from the mine in 2024,

compared to R1,357 in 2023.

Domestic sales volumes from our South

African operations increased during the

year to 1.18million metric tonnes (2023:

0.90million metric tonnes). However, prices

achievable in the domestic market remained

suppressed during the year, due to the

impact of continued constraints in railing coal

for export and lower overall international

coal prices. In light of the improved rail

performance, the Group supplied a lower

proportion of higher quality coal into the

South African domestic market in 2024,

compared to 2023. For the year, the Group

achieved an average domestic price of

R687 per tonne of coal sold compared to

R938 in 2023. The average price decrease

in the domestic market in 2024, compared

to 2023, was attributable to the proportional

increase in lower quality coal being sold

domestically as well as lower overall

domestic coal prices.

In 2024, the Group achieved an average

overall Rand price per tonne of coal sold of

R747 compared to R992 in 2023. Further

detailsonthefinancialperformanceofthe

Group’s mining segment can be found in

the Financial & performance review on

page 24 of this report.

Bisichi PLC

StrategicReport

Miningreview

Looking forward to 2025, we have seen a

continued improvement in the provision of

coal export rail capacity by Transnet and

stable domestic prices for our coal.

However, a buildup in global coal supply

andaslowdownindemandinthefirst

quarter of 2025 have resulted in lower

international seaborne coal prices.

Management will be focussing on

maintaining production levels and

maximisingrevenuefromitsdiversified

customer base over this period and we

remainconfidentinourabilitytoachieve

value from our South African operations.

Sustainable development

The Group’s South African operations

continue to strive to conduct business in

a safe, and environmentally and socially

responsible, manner. Some highlights

of our Health, Safety and Environment

performance in 2024:

•• The Group’s South African operations

recorded 1 Lost time Injury during 2024

(2023: Two).

•• Two cases of Occupational Diseases

were recorded.

•• Two claims for the Compensation for

Occupational Diseases were submitted.

In South Africa, the new government

regulatedBroad-BasedSocio-Economic

Empowerment Charter for the Mining and

Minerals Industry, 2020 (New Mining Charter)

came into force from March 2020. The New

Mining Charter is a regulatory instrument

that facilitates sustainable transformation,

growth and development of the

mining industry.

The Group is committed to fully complying

with the New Mining Charter and providing

adequate resources to this area in order to

ensure opportunities are expanded for

historically disadvantaged South Africans

(HDSAs) to enter the mining and minerals

industry. In addition, we are pleased to report

that Black Wattle has achieved a Level 3

Broad-BasedBlackEconomicEmpowerment

(BBBEE)verificationcertificatefor2025and

we continue to adhere to and make progress

on our Social and Labour Plan and our various

Black Economic Empowerment (“BEE”)

initiatives. A fuller explanation of these can

be found in our Sustainable Development

Report on page 7.

Prospects

Management would like to thank all our

South African employees and stakeholders

fortheirsignificantcontributiontotheGroup’s

performance in 2024. Going forward, your

management are optimistic that 2025 will

be a successful year for our South African

operations.

Mining review

Bisichi PLC

StrategicReport

Social, community and

human rights issues

The Group believes that it is in the

shareholders’ interests to consider social

and human rights issues when conducting

business activities both in the UK and South

Africa. Various policies and initiatives

implemented by the Group that fall within

these areas are discussed within this report.

Health, Safety & Environment (HSE)

The Group is committed to creating a safe

and healthy working environment for its

employees. The health and safety of our

employees is of the utmost importance.

HSE performance in 2024:

•• Two cases of Occupational Diseases

were recorded.

•• Two claims for the Compensation for

Occupational Diseases were submitted.

•• No machines operating at Black Wattle

exceeded the regulatory noise level.

•• The Group’s South African operations

recorded one Lost Time Injury during 2024.

In addition to the required personnel

appointments and assignment of direct

health and safety responsibilities on the

mine,asystemofHazardIdentification

and Risk Assessments has been designed,

implemented and maintained at Black Wattle

and at Sisonke Coal Processing. Health and

Safety training is conducted on an ongoing

basis. We are pleased to report all relevant

employees to date have received training in

hazardidentificationandriskassessment

in their work areas.

A medical surveillance system is also in

place which provides management with

information used in determining measures

to eliminate, control and minimise employee

health risks and hazards and all occupational

health hazards are monitored on an

ongoing basis.

Various systems to enhance the current HSE

strategy have been introduced as follows:

•• Inordertoimprovehazardidentification

before the commencing of tasks, mini risk

assessment booklets have been distributed

to all mine employees and long term

contractors on the mine.

•• Dover testing is conducted for all operators.

Dover testing is a risk detection and

accidentreductiontoolwhichidentifies

employees’ problematic areas in their

fundamental skills in order to receive

appropriate training.

•• A Job Safety Analysis form is utilised to

ensureeffectiveidentificationofhazards

in the workplace.

•• In order to capture and record investigation

findingsfromincidents,anincident

recording sheet is utilised by line

management and contractors.

•• Black Wattle Colliery utilises ICAM

(Incident Cause Analysis Method).

•• On-goingtrainingonfirstaidisbeing

conducted with all employees involved

with this discipline.

Looking forward into 2025, Black Wattle

intends to continue enhancing the safety

of our employees and contractors onsite

through the increased rollout of a Proximity

Detection System (“PDS”) solution for the

mine. The PDS solution comprises a sensing

device that detects the presence of another

person, vehicle or object and a sophisticated

interface that provides an audible and

visual alarm. These systems warn both the

vehicle operator and the pedestrian of the

imminent danger of a potential collision.

The Group continues to monitor and adhere to

all of the South African government’s guidelines

and regulations including all updates and advice

from the National Department of Health and

the Department of Minerals Resources

and Energy.

Black Wattle Colliery Social and

Labour Plan (SLP) and Community

Projects

Black Wattle Colliery is committed to true

transformation and empowerment as well as

poverty eradication within the surrounding and

labour providing communities.

Black Wattle is committed to providing

opportunitiesforthesustainablesocio-

economic development of its stakeholders,

such as:

•• Employees and their families, through

Skills Development, Education

Development, Human Resource

Development, Empowerment and

Progression Programmes.

•• Surrounding and labour sending

communities, through Local Economic

Development, Rural and Community

Development, Enterprise Development

and Procurement Programmes.

Sustainable development

TheGroupisfullycommittedtoensuringthesustainabilityofbothourUKand

SouthAfricanoperationsanddeliveringlongtermvaluetoallourstakeholders.

Bisichi PLC

StrategicReport

Sustainabledevelopment

•• Empoweringpartners,throughBroad-

Based Black Economic Empowerment

(BBBEE) and Joint Ventures with Historically

Disadvantaged South African (HDSA)

new mining entrants and enterprises.

•• The company engages in on going

consultation with its stakeholders to

developstrongcompany-employee

relationships,strongcompany-community

relationshipsandstrongcompany-HDSA

enterprise relationships.

The key focus areas in terms of the detailed

SLP programmes were updated as follows:

•• Implementation of new action plans, with

projects, targets and budgets established

through regular workshops with all

stakeholders.

•• Acomprehensivedesktopsocio-economic

assessment was undertaken on baseline

data of the Steve Tshwete Local

Municipality (STLM) and Nkangala

District Municipality (NDM).

•• Through engagements with the Department

of Education and STLM regarding the

Local Economic Development projects

forthecurrentSLPyearcycle(2022-2026).

The department endorsed the Khulunolwazi

School Project in late 2023. The project

is currently in a planning phase for the

implementation of the project in

various phases.

Black Wattle has implemented various

community initiatives including:

•• A community training environmental

project, where local community members

are trained to safely cut and remove

non-indigenousvegetation.Thereafter

the vegetation is utilised in the making,

bagging and sales of charcoal.

•• A waste management project at Uitkyk

community, nearby to Black Wattle,

involving the collection and recycling of

waste from their community.

•• Certain community members have been

identifiedfortraininginareasregarding

miningandbeneficiation.Theseareas

include but are not limited to:

 - conveyormaintenance;

 - operationofminingmachinery;

 - traininginenvironmentalwaste

management;

 - driverslicenses;and

 - securityofficertraining

•• Two HDSA females completed their

University studies in the 2023

academic year.

•• Various upgrades were initiated at the

Evergreen School nearby to Black Wattle.

Black Wattle continues to support Care for

Wild, a globally recognized local conservation

organisation dedicated to preserving

endangered species and safeguarding the

precious biodiversity of our planet. As the

largest orphaned rhino sanctuary in the

world, Care for Wild specialise in the rescue,

rehabilitation, rewilding, and protection of

orphaned and injured rhinos. However, their

mission extends far beyond rhinos alone,

they are deeply committed to the preservation

of endangered species that play vital roles

in their ecosystems and the conservation

of biodiversity.

The Group recognises the critical importance

of this goal in safeguarding biodiversity and

aspirestoplayasignificantroleinits

realisation through our sponsorship of three

rhinos as well as various related community

gardening initiatives at the sanctuary.

Environment and Environmental

Management Programme

South Africa

Under the terms of the mine’s Environmental

Management Programme approved by the

Department of Mineral Resource and Energy

(“DMRE”), Black Wattle undertakes a host

of environmental protection activities to

ensure that the approved Environmental

Management Plan is fully implemented. In

addition to these routine activities, Black

Wattle regularly carries out environmental

monitoring activities on and around the

mine, including evaluation of ground water

quality, air quality, noise and lighting levels,

ground vibrations, air blast monitoring, and

assessment of visual impacts. In addition to

this Black Wattle also performs quarterly

monitoring of all boreholes around the mine

toensurethatnocontaminatedwaterfilters

through to the surrounding communities.

Black Wattle is fully compliant with the

regulatory requirements of the Department

of Water Affairs and Forestry and has an

approved water use licence.

Black Wattle Colliery has substantially

improved its water management by erecting

and upgrading all its pollution control dams

in consultation with the Department of

Water Affairs and Forestry.

A performance assessment audit was

conducted to verify compliance to our

Environmental Management Programme

andnosignificantdeviationswerefound.

Sustainable development

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United Kingdom

The Group’s UK activities are principally retail

property investment as well as residential

property development whereby we provide

or develop premises which are rented to

retail businesses or sold on to end users.

We seek to provide tenants and users in

both these areas with good quality premises

from which they can operate or reside in

an environmentally sound manner.

Procurement

In compliance with the Mining Charter and the

Mineral and Petroleum Resource Development

Act, the Group’s South African operations

hasimplementedaBBBEE-focussed

procurement policy which strongly

encourages our suppliers to establish and

maintain BBBEE credentials. We are very

pleased to report that Black Wattle has a

achievedaLevel3BBBEEcertificatefor

2024. At present, 84 percent of the companies

utilised by Black Wattle for equipment and

services are BBBEE companies.

Mining Charter

In South Africa, the new government

regulatedBroad-BasedSocio-Economic

Empowerment Charter for the Mining and

Minerals Industry, 2020 (New Mining

Charter) came into force from March 2020.

The New Mining Charter is a regulatory

instrument that facilitates sustainable

transformation, growth and development of

the mining industry. The Group’s mining

operation is expected to reach various

levels of compliance to the New Mining

Charteroveraperiodoffiveyearsfrom

March 2020. The Group is committed to

providing adequate resources to this area

in order to ensure full compliance to the

New Mining Charter is achieved over the

period. As part of Black Wattle’s commitment

to the New Mining Charter, the company

seeks to:

•• Expand opportunities for historically

disadvantaged South Africans (HDSAs),

including women and youth, to enter the

miningandmineralsindustryandbenefit

from the extraction and processing of the

country’sresources;

•• Utilise the existing skills base for the

empowermentofHDSAs;and

•• Expand the skills base of HDSAs in

order to serve the community.

Employment & diversity

In the UK, the Board of Bisichi PLC at 31 December 2024 comprised of:

Number

of board

members

Percentage

of the board

Number

of senior

positions on

the board

Number in

executive

management

Percentage

of Executive

management

Men 7 100% 2 3 100%

Women 0 0% 0 0 0%

Notspecified/prefernottosay 0 0% 0 0 0%

Number

of board

members

Percentage

of the board

Number

of senior

positions on

the board

Number in

executive

management

Percentage

of Executive

management

White British or other White (including minority white groups) 6 86% 1 3 100%

Mixed/MultipleEthnicGroups 0 0% 0 0 0%

Asian/AsianBritish 1 14% 1 0 0%

Black/African/Caribbean/BlackBritish 0 0% 0 0 0%

Other ethnic group, including Arab 0 0% 0 0 0%

Theabovedatahasbeencollectedthroughself-reportingbytheBoardmembers.Questionsaskedincludegenderidentityorsexand

ethnic background.

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The Company notes the diversity targets

included in the Listing Rules, being:

•• at least 40% of the individuals on the

Boardarewomen;

•• atleastoneofthespecifiedsenior

positionsisheldbyawoman;and

•• at least one individual on the Board is

from a minority ethnic background.

At 31 December 2024 the Company did

not meet the target of at least 40% of the

individuals on its board of directors are

women and at least one of the senior positions

on the Board are held by a women. Should

the Board look to appoint further directors

in the future, the Company will give due

consideration to how it may achieve the

diversity targets while ensuring the

appropriate structure of the Board and mix of

skills and expertise relevant to the Company’s

operations. As part of its recruitment

processes, the Company gives careful

consideration to all potential applicants

however has a particular regard to those with

knowledge and experience of the mining

and extractives sector and in particular the

South African market. This necessary focus

narrows considerably the pool of potential

applicants and poses potential challenges

in both recruitment and meeting the

diversity targets. The Company will keep

this under ongoing review.

Given the Company’s current organisational

structure and limited headcount in the

United Kingdom, and its highly regulated

obligations in South Africa under the

Employment Equity Act, New Mining Charter,

SLP and BBBEE regulations, the Board

considers that a formal diversity policy

would not be practicable for the Company

to develop over and above its extensive

policies and procedures already

implemented in South Africa.

The Company and the Board already

integrates equality and diversity in all aspects

of the Company’s business and all decisions

are made on merit and without regard to

protected characteristics. Where appropriate

and practicable for the Company, the

Company considers and implements positive

actions to enable the Company to provide

additional support. This can include, for

example, making adjustments to assist staff

and ensuring that, to the extent possible, all

relevant perspectives are included in decision

making on an ongoing basis. The Group is

committed to improving upon its gender and

diversity targets at all employment levels

withintheGroupthrougharequiredbuild-up

ofsufficienttalentpools,trainingupof

employees and targeted recruitment policies.

The Company will keep the requirement for

a formal diversity policy under review and

will give serious consideration to the

adoption of a policy, tailored to the nature

of the Company’s business, its operations

and resources, at the appropriate point.

The Group’s South African operations are

committed to achieving the goals of the

South African Employment Equity Act and

is pleased to report the following:

•• Black Wattle Colliery has exceeded the

10 percent women in management and

core mining target.

•• Black Wattle Colliery has achieved over

15 percent women in core mining.

•• 95 percent of the women at Black Wattle

Colliery are HDSA females.

In terms of directors, employees and gender

representation, at the year end the Group

had 9 directors (8 male and 2 from a minority

ethnic or HDSA Background, 1 female from

a minority ethnic or HDSA Background), 6

senior managers (4 male and 2 female all

from a minority ethnic or HDSA Background)

and 201 other employees (137 male and 112

from a minority ethnic or HDSA Background,

64 female and 61 from a minority ethnic or

HDSA Background).

Black Wattle Colliery has successfully

submitted their annual Employment Equity

Report to the Department of Labour. In

terms of staff training some highlights for

2024 were:

•• One employee was trained in ABET

(Adult Basic Educational Training) on

variouslevels;

•• An additional seven disabled HDSA

women continued their training on ABET

levelsonetofour;

•• Four HDSA persons were enrolled for

apprenticeships in 2024 categorised

as follows:

 - OneHDSAfemaleemployee;

 - TwoHDSAfemalesfromthe

localcommunity;and

 - OneHDSAmalefromthe

local community.

•• One HDSA persons continued their

internshipsin2024;thesearecategorised

as follows:

 - OneHDSAfemalefromthelocal

community continued her studies as

aSafetyOfficer(COMSOQ1).

•• Four additional HDSA persons started

newinternshipsin2024;theseare

categorised as follows:

 - OneHDSAfemalefromthelocal

community started her studies as

aSafetyOfficer(COMSOC1).

 - TwoHDSAMalesfromthelocal

community started their studies as

TraineePipefitters/Welders.

 - OneHDSAfemalefromthelocal

community completed 3 months

ofon-the-jobtrainingasan

ADT Operator.

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•• Furthertotheabove,weconfirmthatone

HDSA Female completed her bursary

studies in 2024, while two HDSA females

continued their bursary studies in 2024.

Highlights for 2024 for Sisonke Coal

Processing:

•• One employee was trained in ABET

(Adult Basic Educational Training) on

various levels.

Employment terms and conditions for our

employeesbasedatourUKofficeandat

our South African mining operations are

regulated by and are operated in compliance

with, all relevant prevailing national and local

legislation. Employment terms and conditions

provided to mining staff meet or exceed the

national average. The Group’s mining

operations and coal washing plant facility

are labour intensive and unionised. During

the year no labour disputes, strikes or wage

negotiations disrupted production or had a

significantimpactonearnings.TheGroup’s

relations to date with labour representatives

and labour related unions continue to

remain strong.

Anti-slavery and human trafficking

The Group is committed to the prevention

of the use of forced labour and has a zero

tolerancepolicyforhumantraffickingand

slavery. The Group’s policies and initiatives

in this area can be found within the Group’s

Anti-slaveryandhumantraffickingstatement

found on the Group’s website at

www.bisichi.co.uk.

Climate change reporting

The Group recognises that climate change

representsoneofthemostsignificant

challenges facing the world today and

supports the goals of the Paris Agreement

and the UN Framework Convention on

Climate Change.

Our aim is to:

•• minimise our contribution to greenhouse

gasemissions;

•• to consider and plan for the physical and

transitional risks of climate change on our

operations;and

•• to work with stakeholders, including local

government and communities, to mitigate

theimpactofclimate-relatedchallenges.

Task force on climate-related financial

disclosures

Bisichi is committed to managing the impact

of its operations on the planet and the impact

of climate change on its operations,

particularly to ensure continued operational

andfinancialresilienceinachangingworld

and marketplace. Bisichi understands the

importance of these matters to its investors,

partners, and regulatory authorities and, as

required by the Listing Rules, has adopted

theTaskForceonClimate-relatedDisclosure’s

framework for communicating climate

relatedfinancialrisks.

The Group’s primary operations are coal

mining and processing in South Africa.

Hydrocarbons are a key source of energy

and heat for the foreseeable future and the

Company’s operations have contributed to

meeting market demand for coal, particularly

in South Africa. However, the Group’s

operations form part of a wider energy and

natural resources market which is in the

process of transitioning, in conjunction with

the published government, national and

supra-nationalpolicies,tonet-zero.

In the current year, the Group has aligned its

climate disclosures in this Strategic Report

tothefourTaskforceonClimate-related

Financial Disclosures (“TCFD”)

recommendations and the 11 recommended

disclosures as outlined below. The Group

has endeavoured to make disclosures

consistent with the TCFD recommended

disclosures taking into consideration the

short to medium term life of its South

African coal operation and the size and

complexity of the Group as a whole. The

Group continues to develop and enhance

its infrastructure, strategies, structures,

resources and tools to manage the risks

and opportunities presented by climate

change and to ensure its ongoing climate

change reporting disclosure is fully

consistent in all areas with the TCFD

recommended disclosures.

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Governance

Board’s oversight

of climate risk and

opportunities.

The Board has ultimate responsibility for the monitoring and development of the Group’s

approach to climate risk and opportunities.

In light of the size of the Group, ESG matters are considered as part of the Group’s

regular board meetings and at other appropriate points during the year.

The Board has developed and implemented a Climate Change Policy and monitor the

content, effectiveness and implementation of this Policy on a regular basis.

The Group’s Climate Change Policy can be found on the Group’s website at

www.bisichi.co.uk.

Short, medium and long term strategic decisions, including those on capital allocation and

portfolio management, are considered by Group management who make recommendations

totheBoard.Climaterelatedissuesandpolicyareincludedassignificantfactorsfor

consideration in the decision making process, both in the management recommendation

and in the Board’s consideration of the relevant issue.

On-goingclimaterelatedissuesareintegratedintotheGroup’sbusinessriskmanagement

process and reporting thereof to the Board and Audit Committee.

The Group has regard to best practice in its area of operations, its health and safety

and environmental obligations and seeks to ensure high standards of business conduct

in its operations. It will review compliance with the TCFD Recommendations on an

ongoing basis, and report on its performance on a yearly basis.

Governance

Management’s

role in assessing

and managing

climate-relatedrisks

and opportunities.

Responsibility for the application of this Policy rests with, but is not limited to, all employees

and contractors engaged in relevant activities under the Group’s operational control.

The Group’s managers are responsible for promoting and ensuring compliance with

thisPolicyandanyrelatedindividualsite-levelpoliciesandpractices.

At our South African operations, management have engaged with key stakeholders in

order to ensure awareness of our climate change policy as well as the potential impact of

climate change on our environment and operations. We continue our collaboration with

our contractors on GHG Emission Reporting, and we are actively looking for opportunities

to partner with our stakeholders to drive the uptake of carbon neutral solutions.

Formaterialstrategicorfinancialdecisions,theGroupmayconsiderprocuringexpert

advice from third party consultants on the impact in the short, medium and long term

of the decision, and ensure that such information is fully considered as part of the

evaluation of the relevant matter.

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Strategy

Climate-relatedrisks

and opportunities the

Grouphasidentified

over the short, medium,

and long run.

The Group considers the current life of mine of its South African operations to fall within a short

to medium term horizon. Within this horizon, climate change transition risks may impact our

South African coal mining and processing operations. Risks include:

•• coalpriceanddemandvolatility;

•• availabilityandcostoffinancingandthirdpartyservicessuchasinsurance;

•• delaysorrestrictionstoregulatoryapprovals;earlyretirementofourcoalprocessing

andminingoperations;and

•• Carbon pricing and taxes, that may create additional costs through the value chain.

TheGrouphaveassessedphysicalclimateriskprofilesproducedbytheWorldBank,particularly

in relation to our South African operations. The Group considers the physical risks of variations

in climate over the current life of mine of our South African operations to be mainly limited to

anincreasedriskofseasonalfloodingthatmayimpacttheoperatingefficiency,costsand

revenues of our mining and processing operations.

In a longer term horizon, and in a scenario where the useful life of our South African operations

is extended, the above short to medium term transitional risks are expected to continue to apply.

In addition, in a scenario, such as the International Energy Association’s (“IEA”) Pathway to Net

Zero by 2050 (“NZE 2050”), where climate policies are effectively implemented that support

a transformation to net zero emissions by 2050 and limiting the rise of global temperatures

to1.5°Cbytheendofthecentury,policieswillleadtosignificantcoaldemanddeclineover

the longer term. This in turn will impact the carrying value and long term viability of our South

African coal operations as well as the stakeholders and communities reliant on our operations.

Extremeweatherevents,overthelongterminSouthAfrica,suchasfloods,anddroughts,

as well as changes in rainfall patterns, temperature, and storm frequency will also affect the

operatingefficiency,costsandrevenuesofourminingandprocessingoperations,supply

chains and impact the communities living close to our operations.

Clean coal research and technology initiatives such as carbon capture may result in opportunities

to increase the useful life of our South African coal mining and processing operations. In addition,

the clean energy transition provides opportunities for the Group to diversify its business activities

andequityinvestmentportfoliointorenewableandextractiveindustriesthatwillbenefitfrom

and are critical to the transition to a clean energy system

The main sources of scope 1 & 2 Green House Gas (GHG) emissions for the Group have been

associated with our South African coal mining and processing operations, namely due to fuel

combustion and electricity usage. Improvements in the cost competitiveness of lower emission

sources of energy provide opportunities to lower overall operating costs at our operations as

well as reduce overall GHG Emissions.

IntheUKwehaveidentifiedthefollowingmaterialphysicalandtransitionalrisksrelatedtoour

UK Retail portfolio:

•• Longtermphysicalriskthroughchangesinclimate,floodriskandextremeweather;and

•• Short-termtransitionriskfromemergingregulationrelatedtoenergyperformance(“EPC”)

and enhanced disclosures.

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Strategy

Impactofclimate-

related risks and

opportunities on

businesses, strategy,

andfinancial

planning.

Management have incorporated and regularly review the following strategies and procedures

in relation to it South African coal operations:

•• Review of the impact of climate change and the global transition to clean energy, particularly

inrelationtothecurrentlifeofmineoftheGroup’scoaloperations;

•• Regularresearchandanalysisofthecoalmarketdemandoutlook;

•• Regular research and analysis on the outlook of the South African coal mining industry and

climate change regulation including mining regulation, energy procurement and licensing,

andcarbontaxing;

•• Regularcommunicationwithfinancialserviceprovidersandsuppliersonanyfuturechanges

toavailabilityandcostofservices;

•• Regular research and analysis on the progress of clean coal technology and related regulatory

initiatives;and

•• Regular dialogue and seeking collaboration with governments and local communities and other

stakeholdersonclimatechange-relatedchallenges.

TheBoardhasidentifiedtheneedtomitigateGHGemissionheavysourcesofelectricity

usage at our coal washing plant. Management continue to evaluate opportunities to reduce these

emissionstakingintoparticularconsiderationthefinancialviabilityandlongtermsustainability

of the projects.

TheBoardhasidentifiedtheneedtomitigateGHGemissioninitsminingprocessandrehabilitation

activitiesatBlackWattle.ThebelowareashavebeenidentifiedwhereGHGemissionscanbe

further reduced through:

•• Minimisinglandclearancefornewprojectfacilities;

•• Adoptionofmitigationstrategiesforpreservingintegrityofenvironment;

•• Minimisingtreefelling;

•• Theuseofmodern,energyandfuelefficientequipment;

•• The inclusion of the impact of GHG emissions as an evaluation criteria in the selection of mining

contractors, suppliers and equipment. Particular consideration will be given to the choice of

vehiclesusedfortheminefleet,employeetransportationandthehaulagefleet.Wherepossible

energyandfuelefficiencywillbeafactorintheselectionofvehiclesasthiswillnotonlyreduce

GHGemissionsbutalsoreduceoperatingcosts.Inadditiontotheefficiencyofthefleetitself,

opportunities will be sought for improving the use of the vehicles.

•• Scheduling of excavation and haulage activities to optimise activities and avoid double

handling,wherethisisoperationallypractical;and

•• Theupgradingofenergy-intensivemachineryovertimewillbeusedtoimproveefficiency

and reduce CO

emissions compared to machinery that has been removed.

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Strategy

Impactofclimate-

related risks and

opportunities on

businesses, strategy,

andfinancial

planning.

In addition to the above, Black Wattle has been actively engaged with the Steve Tshwete Local

Municipality(“STLM”)tomitigateGHGemissionsinitsrehabilitationactivitiesbyfindingalternative

uses for unrehabilitated mining voids on the mine. Discussions are ongoing to transfer certain

unrehabilitated mining voids to STLM in order for the areas to be developed into a “Waste Eco

Park”. The proposed development will include the licensing and development of a proposed

landfillforwastedisposal,recyclingfacilities,andageneralwastemanagementfacility.The

proposedWasteManagementFacilitywillbeastate-of-the-arttreatmentandresourcebeneficiation

facilityinclusiveoffinaldisposaltolandfill.Furtherenvironmentalscreeningstudiesarecurrently

beingundertakenbySTLM.Anysignificantdevelopmentswillbereportedtoshareholdersin

due course.

Potential water scarcity has increased management focus on opportunities to increase the usage

efficiencyofourexistingwatersupplyandwaterrecyclingsystems.Theintroductionofaclosed

loopfilterpresssystemforcoalfinesin2019andadditionalotherworkconcludedorplannedon

our water recycling systems at our coal processing facility will result in a lowering of our overall

costofwaterandtheenvironmentalfootprintofouroperations.Increasedrisksoffloodinghave

been incorporated at planning stage in new opencast mining areas that have been opened.

Transition and physical risks related to climate change are regularly discussed at Board level,

particularly those related to the long term viability of the Group’s South African coal operations and

the future allocation of capital. The Board regularly considers the need for coal as an energy source

both globally and in South Africa over the life of mine of our operations and in its long term planning.

The Board is committed to responsible stewardship of our legacy South African coal assets taking

into account the impact climate change related risks may have on all our local stakeholders. We

recognise the need to collaborate with government, employees and communities, to ensure a just

transition for our stakeholders through the transition to a low carbon economy.

The Board regularly evaluates and continues to seek opportunities to diversify its business activities

and equity investment portfolio, particularly into renewable and extractive industries that predominantly

minecommoditiesidentifiedbytheIEAascriticalinthetransitiontoacleanenergysystem.Any

significantdevelopmentswillbereportedtoshareholdersinduecourse.

The Board continue to monitor and regularly review adherence by the Group to changes to UK EPC.

The Group have incorporated the ongoing impact of EPC regulatory standards into its decision

making process.

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Strategy

Resilience of strategy,

taking into consideration

differentclimate-related

scenarios, including a 2°C

or lower scenario.

Management have incorporated climate scenarios into our strategic operational

planning and review process. We have assessed the resilience of our coal operations

compared to the IEA’s NZE2050 Scenario, which sets out what additional measures

would be required over the next ten years to put the world as a whole on track for net

zeroemissionsbymid-century.TheScenarioindicatesasignificantcoaldemand

decline over the longer term impacting the potential commercial longevity of the

Group’s South African operations. In addition we have assessed physical climate

riskprofilesforourSouthAfricanoperationsobtainedviatheWorldBankGroup’s

Climate Change Knowledge Portal. The outcomes of scenario testing and physical

climateprofilinghavebeenincorporatedintothelongtermstrategicplanningand

decision making processes of the Group.

Over the short to medium term, considering the potential impact of transitional

climate risks on the Group’s South African operations, the Group’s climate strategy

and policy is regularly scrutinised by senior management and the Board in regard to

any changes in coal demand outlook and climate regulatory policy that may impact

our operations over the current life of mine. A recent example being the Just Energy

Transition Investment Plan (“JET IP”) announced by the South African Government

for2023-2027.

The Board encourages senior and local management to assess principal and emerging

climate-relatedrisksonaregularbasis.Risksidentifiedaretobereportedto

and discussed at Board level and incorporated into the strategy and planning of

the Group.

Risk

Management

Processes for identifying

and assessing climate

related risks.

The Group’s risk management processes are developed, implemented and reviewed

by the Board, who retain ultimate responsibility for them.

In addition to the Group’s management of its principal risks and uncertainties, climate

change impacts are mainly considered from two environmental perspectives, the

impact of our South African coal mining and processing operations on the climate

and the effect of global climate change on our operations and stakeholders.

HeavysourcesofGHGemissionshavebeenidentifiedfromourannualGreenhouse

Gas emissions recording and reporting.

The Board and Senior management remain in regular communication with local

regulatory bodies, climate research providers, coal market analysts, suppliers, and

services providers to ensure climate related risks and changes in regulatory policy

areidentifiedandassessedonaregularbasis.Seniorandlocalmanagementin

South Africa are encouraged by the Board to identify local climate related risks and

changes in regulatory policy that may impact our South African coal operations.

Management continually engage with governments and local communities and other

stakeholdersonclimatechange-relatedchallengesimpactingthelocalareaand

the South African coal industry at large.

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Risk

Management

Processes for managing

climate-relatedrisks.

TheBoardandSeniormanagementco-ordinatetheGroup’sanalysisandplanningofthe

effects of climate change on our business. The Board regularly discusses the impact of any

risksidentifiedthroughtheorganisation,particularlyinrelationtomaterialmattersthat

may impact the viability of the Group’s coal operations. The Board regularly reviews and

analyses coal market and outlook research, particularly in relation to targets set out in local

climate policy such as JET IP and global climate scenarios such as NZE 2050.

ThemitigationofGHGemissionsandidentificationofclimaterelatedriskshasbeen

integrated into our corporate policy, project and procurement evaluation criteria at our

South African operations to ensure it is consistently applied and managed.

The Group continuously monitors and reports key performance indications relating to

environmental matters, including the location of CO

emissions, their levels and intensity.

On an ongoing basis, the Group assesses the impact of carbon pricing, climate regulation

and taxation on going concern assumptions, the Group’s current and future strategy

and operations.

Risk

Management

Processes for

identifying, assessing,

and managing

climate-related

risks are integrated

into the overall risk

management.

Neworevolvingclimatechangerisksidentifiedbybothseniorandlocalmanagementareto

be reported to and discussed at Board level and incorporated into the strategy, planning

and climate policy of the Group.

Where possible, plans to mitigate the effect of climate change on our operations and our

local communities will be integrated into the mine’s regulatory environmental management

and social and labour plans.

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Metrics and

Targets

Metrics used by the

Group to assess

climate related risks

and opportunities in line

with its strategy and risk

management process.

AfinancialsegmentationoftheGroup’sSouthAfricancoalminingandprocessingassets

that are impacted by the climate related risks and opportunities outlined above can be

found on page 80.

The Group recognises that its ability to reduce overall carbon emissions is constrained at

present by the main segment of its business activities, being coal mining and processing in

South Africa. The Group has, however, sought to appropriately target its emission reduction

strategy to the elements of its operations where a meaningful reduction in greenhouse

gasemissionscanbeeffected,andthiswillbereflectedinthetargetssetbytheGroup

in due course.

The Group measures and report our CO

emissions across the Group including a breakdown

of UK and South African coal operations. See below for disclosure of emissions during

the year.

Metrics and

Targets

Scope 1, Scope 2 and,

if appropriate, Scope 3

greenhouse gas (GHG)

emissions, and the

related risks.

The Group is committed to measuring and reporting our scope 1 and 2 greenhouse gas

emissions, see below for disclosure of emissions during the year.

Scope 3 emissions are not currently measured given the size and life of mine of the Group’s

South African coal operations and the uncertainty and impracticality in accurately measuring

such emissions throughout the value chain. The Group will continue to assess the above

approach as part of its continued review of compliance with the TCFD Recommendations

and taking into account any material changes in future business activities.

Metrics and

Targets

Targets used by the

Group to manage

climate-relatedrisks

and opportunities and

performance against

targets.

Over 99% of the Group’s GHG Emissions relate to our South African coal operations

which has a current life of mine of 5 years.

In the short term, the Group’s continues to evaluate areas where GHG emissions can be

further reduced, particularly scope 2 emissions related to the heavy sources of electricity

usageatourcoalwashingplant.OncetheGrouphasidentifiedthescopeoffurther

potential reductions, their time, capital cost and practicability of implementation, short

term targets for the Group will be reassessed.

Over the long term, as part of the Group’s business strategy, the Board continues to

evaluate opportunities to diversify its business activities. In turn, targets related to GHG

emissionswillbere-evaluatedinlinewithanyfuturechangesintheGroup’splanned

operating activities.

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Green House Gas reporting

We have reported on all of the emission sources required under the Companies Act 2006 (Strategic Report and Directors’ Reports) Regulations.

The data detailed in these tables represent emissions and energy use for which Bisichi PLC is responsible. To calculate our emissions,

we have used the main requirements of the Greenhouse Gas Protocol Corporate Standard and a methodology adapted from the

Intergovernmental Panel on Climate Change (2019), along with the UK Government’s Emission Factors for Company Reporting 2024.

Any estimates included in our totals are derived from actual data which have been extrapolated to cover the full reporting periods. Our

reportingincludesourenergyuseandemissionsassociatedwithourUKoffice,whichareminimal(1.0tonnesofCO

e).

The Group’s carbon footprint:

2024

Tonnes

2023

Tonnes

Emissions source:

Scope 1 direct emissions from the combustion of fuel or the operation of any facility including fugitive

emissions from refrigerants use

60,702

39,709

Scope 2 indirect emissions resulting from the purchase of electricity, heat, steam or cooling by the

company for its own use (location based)

8,438

7,601

Total gross emissions 69,140

47,310

Of which:

South Africa

69,139

47,309

Intensity:

Tonnes of CO

per £ sterling of revenue

0.0013

0.0010

Tonnes of CO

per tonne of coal produced

0.0462

0.0587

kWh kWh

Energy consumption used to calculate above emissions

96,215,539

90,218,230

Of which UK

5,055

5,857

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StrategicReport

Principal risks & uncertainties

PRINCIPAL RISK PERFORMANCE AND MANAGEMENT OF THE RISK

COAL PRICE AND VOLUME RISK

The Group is exposed to coal price risk as its future revenues

will be derived from contracts or agreements with physical

off-takepartnersatpricesthatwillbedeterminedby

reference to market prices of coal at delivery date.

The Group’s South African mining and coal processing

operationalearningsaresignificantlydependentonmovements

in both the export and domestic coal price.

ThepriceofexportsalesisderivedfromaUSDollar-

denominated export coal price and therefore the price

achievableinSouthAfricanRandscanbeinfluencedby

movements in exchange rates and overall global demand

and supply. The volume of export sales achievable can be

influencedbyrailcapacityandexportquotaconstraintsat

RichardsBayCoalTerminalundertheQuattroprogramme.

The domestic market coal prices are denominated in South

African Rand and are primarily dependant on local demand

and supply.

In the short term, disconnections in global energy markets

and global economic volatility may result in additional price

volatility in both the export and domestic market due to

fluctuationsinbothdemandandsupply.

Longer term both the demand and supply of coal in the

domestic and global market may be negatively impacted

by regulatory changes related to climate change and

governmental CO

emission commitments.

The Group primarily focuses on managing its underlying production and

processing costs to mitigate coal price volatility as well as from time to

time entering into forward sales contracts with the goal of preserving

future revenue streams. The Group has not entered into any such

contracts in 2023 and 2024.

The Group’s export and domestic sales are determined based on the

ability to deliver the quality of coal required by each market together

with the market factors set out opposite. Volumes of export sales

achieved during the year were primarily dependent on the Group’s ability

to produce the higher quality of coal required for export, obtaining

adequate rail capacity and utilising allowable export quotas under the

Quattroprogramme.Thevolumeofdomesticmarketsalesachieved

during the year were primarily dependant on local demand and supply

as well as the Group’s ability to produce the overall quality of coal

required. The Group continues to assess on an ongoing basis its

dependence on the above factors and evaluate alternative means to

ensure coal sales and prices achieved are optimised.

The Group assesses on an ongoing basis the impact of that volatility

in global energy markets, economic volatility and climate change

related risks may have on the Group’s mining operations and future

investment decisions as outlined in the Group’s climate change

reporting on page 12.

MINING RISK

As with many mining operations, the reserve that is mined

has the risk of not having the qualities and accessibility

expected from geological and environmental analysis. This

can have a negative impact on revenue and earnings as the

quality and quantity of coal mined and sold by our mining

operations may be lower than expected.

This risk is managed by engaging independent geological experts,

referred to in the industry as the “Competent Person”, to determine the

estimated reserves and their technical and commercial feasibility for

extraction. In addition, management engage Competent Persons to

assist management in the production of detailed life of mine plans as

well as in the monitoring of actual mining results versus expected

performance and management’s response to variances. The Group

continued to engage an independent Competent Person in the

current year. Refer to page 5 for details of mining performance.

Bisichi PLC

StrategicReport

Principalrisks&uncertainties

PRINCIPAL RISK PERFORMANCE AND MANAGEMENT OF THE RISK

CURRENCY RISK

The Group’s operations are sensitive to currency movements,

especially those between the South African Rand, US Dollar

and British Pound. These movements can have a negative

impact on the Group’s mining operations revenue as noted

above, as well as operational earnings.

The Group is exposed to currency risk in regard to the Sterling

valueofinter-companytradingbalanceswithitsSouthAfrican

operations. It arises as a result of the retranslation of Rand

denominatedinter-companytradereceivablebalancesinto

Sterling that are held within the UK and which are payable

by South African Rand functional currency subsidiaries.

The Group is exposed to currency risk in regard to the

retranslation of the Group’s South African functional currency

net assets to the Sterling reporting functional currency of

the Group. A weakening of the South African Rand against

Sterlingcanhaveanegativeimpactonthefinancial

position and net asset values reported by the Group.

Export sales within the Group’s South African operations are derived from a

USDollar-denominatedexportcoalprice.AweakeningoftheUSDollarcan

have a negative impact on the South African Rand prices achievable for coal

sold by the Group’s South African mining operations. This in turn can

have a negative impact on the Group’s mining operations revenue as

well as operational earnings as the Group’s mining operating costs are

Rand denominated. In order to mitigate this, the Group may enter into

forward sales contracts in local currencies with the goal of preserving

future revenue streams. The Group has not entered into any such

contracts in 2024 and 2023.

Although it is not the Group’s policy to obtain forward contracts to mitigate

foreignexchangeriskoninter-companytradingbalancesoronthe

retranslation of the Group’s South African functional currency net assets,

management regularly review the requirement to do so in light of any

increased risk of future volatility.

Refertothe‘FinancialReview’fordetailsofsignificantcurrency

movement impacts in the year.

NEW RESERVES AND MINING PERMISSIONS

The life of the mine, acquisition of additional reserves,

permissionstomine(includingongoingandonce-off

permissions) and new mining opportunities in South Africa

generally are contingent on a number of factors outside of

the Group’s control such as approval by the Department

of Mineral Resources and Energy, the Department of

Water Affairs and Forestry and other regulatory or state

owned entities.

In addition, the Group’s South African operations are subject

to the government Mining Charter. Failure to meet existing

targets or further regulatory changes to the Mining Charter,

could adversely affect the mine’s ability to retain its mining

rights in South Africa.

The work performed in the acquisition and renewal of mining permits as

well as the maintenance of compliance with permits, includes factors such

as environmental management, health and safety, labour laws and Black

Empowermentlegislation(suchastheNewMiningCharter);asfailureto

maintain appropriate controls and compliance may in turn result in the

withdrawal of the necessary permissions to mine. The management of

these regulatory risks and performance in the year is noted in the Mining

Review on page 5 as well as in the Sustainable Development report on

page 7 and in this section under the headings environmental risk, health

& safety risk and labour risk. Additionally, in order to mitigate this risk,

the Group strives to provide adequate resources to this area including

the employment of adequate personnel and the utilisation of third party

consultants competent in regulatory compliance related to mining rights

and mining permissions.

POWER SUPPLY RISK

The current utility provider for power supply in South Africa

isthestate-ownedEskom.Eskomcontinuestoundergo

capacity problems resulting in power cuts and lack of provision

of power supply to new projects. Any power cuts or lack of

provision of power supply to the Group’s mining operations

may disrupt mining production and impact on earnings.

The Group’s mining operations have to date not been affected by

power cuts. However the Group manages this risk through regular

monitoring of Eskom’s performance and ongoing ability to meet power

requirements. In addition, the Group continues to assess the ability to

utilise diesel generators as an alternative means of securing power in

the event of power outages.

Bisichi PLC

StrategicReport

Principalrisks&uncertainties

PRINCIPAL RISK PERFORMANCE AND MANAGEMENT OF THE RISK

FLOODING RISK

TheGroup’sminingoperationsaresusceptibletoflooding

which could disrupt mining production and impact on

earnings.

Management monitors water levels on an ongoing basis and various

projects have been completed, including the construction of additional

dams, to minimise the impact of this risk as far as possible.

ENVIRONMENTAL RISK

The Group’s South African mining operations are required

to adhere to local environmental regulations. Any failure to

adhere to local environmental regulations, could adversely

affect the Group’s ability to exercise its mining rights in

South Africa.

In line with all South African mining companies, the management of this

risk is based on compliance with the Environment Management Plan.

In order to ensure compliance, the Group strives to provide adequate

resources to this area including the employment of personnel and the

utilisation of third party consultants competent in regulatory compliance

related to environmental management.

To date, Black Wattle is fully compliant with the regulatory

requirements of the Department of Water Affairs and Forestry and

has an approved water use licence. Further details of the Group’s

Environment Management Programme are disclosed in the Sustainable

development report on page 7.

HEALTH & SAFETY RISK

Attached to mining there are inherent health and safety

risks. Any such safety incidents disrupt operations, and

can slow or even stop production. In addition, the Group’s

South African mining operations are required to adhere to

local Health and Safety regulations.

The Group has a comprehensive Health and Safety programme in

place to mitigate this risk. Management strive to create an environment

where Health and safety of our employees is of the utmost importance.

Our Health & Safety programme provides clear guidance on the

standards our mining operation is expected to achieve. In addition,

management receive regular updates on how our mining operations

are performing. Further details of the Group’s Health and Safety

Programme are disclosed in the Sustainable Development report on

page 7.

CLIMATE CHANGE RISK

Climate change is a material issue that can affect our South

African coal business through:

•• changes in carbon pricing, taxes, and coal mining

regulation;

•• extremeclimaticevents;

•• accesstocapitalandservicesandallocationthereof;and

•• reduced demand and prices for coal.

Transition and physical risks related to climate change are regularly

discussed and acted upon at Board and management levels,

particularly those related to the viability of the Group’s South African

coal operations and the future allocation of capital. Further details of

the Group’s performance and management of climate change related

risk is set out in the Group’s climate change report on page 11.

LABOUR RISK

The Group’s mining operations and coal washing plant

facility are labour intensive and unionised. Any labour

disputes, strikes or wage negotiations may disrupt

production and impact earnings.

In order to mitigate this risk, the Group strives to ensure open and

transparent dialogue with employees across all levels. In addition,

appropriate channels of communication are provided to all employment

unions at Black Wattle to ensure effective and early engagement on

employment matters, in particular wage negotiations and disputes.

Refer to the ‘Employment & diversity’ section on page 9 for further details.

Bisichi PLC

StrategicReport

Principalrisks&uncertainties

PRINCIPAL RISK PERFORMANCE AND MANAGEMENT OF THE RISK

SOCIO-ECONOMIC, POLITICAL INSTABILITY & REGULATORY ENVIRONMENT RISK

The Group is exposed to a wide range of political, economic,

regulatory, social and tax environments, particularly in South

Africa. Regulation applicable to resource companies can often

be subject to adverse and unexpected changes. Environmental,

social, economic and tax regulatory codes can be complex

and uncertain in their application. The Group may be impacted

by adverse actions and decisions by governments including

operational delays, delays or loss of permits or licenses to

operate. Laws and regulations in the countries in which we

operate may change or be implemented in a manner that may

have a materially adverse effect on the Group. Our operations

may also be affected by political, economic and unemployment

instability, including terrorism, civil disorder, violent crime, war

and social unrest.

The Group actively engages with governments, regulators and other

stakeholders within the countries in which it operates. The Group

endeavours to operate its businesses according to high legal, ethical,

social and human rights standards and comply with all applicable

environmental, social and tax laws and regulations.

TheGroup’sassetsandinvestmentsarediversifiedacrossvarious

countries which reduces the Group’s exposure to any particular

country.TheBoardregularlyassessesthepoliticalandsocio-

economic environment and related risks of the countries it operates

and invests in.

CASHFLOW RISK

Commodity price risk, currency volatility and the

uncertainties inherent in mining may result in favourable or

unfavourablecashflows.

In order to mitigate this, we seek to balance the high risk of our mining

operationswithadependablecashflowfromourUKpropertyinvestment

operations which are actively managed by London & Associated Properties

PLC and our equity investment portfolio. Due to the long term nature of

theleases,theeffectoncashflowsfrompropertyinvestmentactivitiesare

expected to remain stable as long as tenants remain in operation. Refer to

Financial and Performance review on page 24 for details of the property and

investment portfolio performance.

PROPERTY VALUATION RISK

Fluctuationsinpropertyvalues,whicharereflectedin

the Consolidated Income Statement and Balance Sheet,

are dependent on an annual valuation of the Group’s

commercial and residential development properties. A fall in

UK commercial and residential property can have a marked

effectontheprofitabilityandthenetassetvalueoftheGroup

as well as impact on covenants and other loan agreement

obligations.

The economic performance of the United Kingdom, including

counterinflationaryregulatorymeasures,aswellasthe

current economic performance and trends of the UK retail

market, may impact the level of rental income, yields and

associated property valuations of the Group’s UK property

assets including its investments in Joint Ventures.

The Group utilises the services of London & Associated Properties PLC

whose responsibility is to actively manage the portfolio to improve rental

income and thus enhance the value of the portfolio over time. In addition,

management regularly monitor banking covenants and other loan agreement

obligations as well as the performance of our property assets in relation to the

overall market over time.

Management continues to monitor and evaluate the impact of counter

inflationaryregulatorymeasuresandthecurrenteconomicperformance

of the UK retail market on the future performance of the Group’s existing

UK portfolio. In addition, the Group assesses on an ongoing basis the

performance of the UK retail market on the Group’s banking covenants, loan

obligations and future investment decisions.

Refer to page 28 for details of the property portfolio performance.

Bisichi PLC

StrategicReport

EBITDA, adjusted EBITDA and mining

production are used as key performance

indicators for the Group and its mining

activities as the Group has a strategic focus

on the long term development of its existing

mining reserves and the acquisition of

additional mining reserves in order to realise

shareholder value. Mining production can

bedefinedasthecoalquantityinmetric

tonnes extracted from our reserves during

the period and held by the mine before any

processing through the washing plant.

Whilstprofit/(loss)beforetaxisconsidered

as one of the key overall performance

indicatorsoftheGroup,theprofitabilityofthe

Group and the Group’s mining activities can

be impacted by the volatile and capital

intensive nature of the mining sector.

Accordingly, EBITDA and adjusted EBITDA

are primarily used as key performance

indicators as they are indicative of the value

associated with the Group’s mining assets

expected to be realised over the long term

life of the Group’s mining reserves. In addition,

for the Group’s property investment

operations, the net property valuation and

net property revenue are utilised as key

performance indicators as the Group’s

substantial property portfolio reduces the

riskprofileforshareholdersbyproviding

stable cash generative UK assets and

access to capital appreciation. Certain key

performance indicators below are not

Generally Accepted Accounting Practice

measures and are not intended as a substitute

for those measures, and may or may not be

the same as those used by other companies.

Key performance indicator

The key performance indicators for the Group are:

2024

£’000

2023

£’000

For the Group:

Operatingprofitbeforedepreciation,fairvalueadjustmentsandexchangemovements(adjusted

EBITDA)

10,850

2,647

EBITDA

10,418

3,354

Profitbeforetax

5,020

610

For our property investment operations:

Net property valuation

10,760

10,610

Net property revenue

1,266

1,268

For our mining activities:

Operatingprofitbeforedepreciation,fairvalueadjustmentsandexchangemovements(adjusted

EBITDA)

9,861

1,380

EBITDA

9,837

1,222

Tonnes

‘000

Tonnes

‘000

Mining production

1,495

807

Quantityofcoalsold

1,389

1,031

Financial & performance review

ThemovementintheGroup’sAdjustedEBITDAfrom£2.6millionin2023to£10.9millionin2024

canmainlybeattributedtotheperformanceoftheGroup’sSouthAfricanoperations.Higher

miningproduction,lowerminingcosts,andahigherproportionofsalesintotheexportmarket

offsetlowercoalpricesin2024.

Bisichi PLC

StrategicReport

Financial&performancereview

The key performance indicators of the Group

can be reconciled as follows:

Mining

£’000

Property

£’000

Other

£’000

2024

£’000

Revenue 50,683 1,266 340 52,289

Transport and loading cost (6,386) - -

(6,386)

Mining and washing costs (27,194) - -

(27,194)

Other operating costs excluding depreciation (7,242) (613) (4)

(7,859)

Operating profit before depreciation, fair value adjustments and exchange

movements (adjusted EBITDA)

9,861 653 336 10,850

Exchange movements (24) - -

(24)

Fair value adjustments - 150 -

150

Gainsoninvestmentsheldatfairvaluethroughprofitandloss(FVPL) - - 68

Operatingprofitexcludingdepreciation 9,837 803 404

11,044

Share of loss in joint venture - (626) -

(626)

EBITDA 9,837 177 404 10,418

Net interest movement (996) (358) -

(1,354)

Depreciation (4,044) - -

(4,044)

Profit before tax 4,797 (181) 404 5,020

The key performance indicators of the Group

can be reconciled as follows:

Mining

£’000

Property

£’000

Other

£’000

2023

£’000

Revenue 47,424 1,268 561 49,253

Transport and loading cost (2,812) - -

(2,812)

Mining and washing costs (35,808) - -

(35,808)

Other operating costs excluding depreciation (7,424) (557) (5)

(7,987)

Operating profit before depreciation, fair value adjustments and exchange

movements (adjusted EBITDA)

1,380 711 556 2,647

Exchange movements (158) - -

(158)

Fair value adjustments - 145 -

145

Gainsoninvestmentsheldatfairvaluethroughprofitandloss(FVPL) - - 759

759

Operatingprofitexcludingdepreciation 1,222 856 1,315

3,393

Share of loss in joint venture - (39) -

(39)

EBITDA 1,222 817 1,315 3,354

Net interest movement (960) (291) -

(1,251)

Depreciation (1,493) - -

(1,493)

Profit before tax (1,231) 526 1,315 610

Bisichi PLC

StrategicReport

Financial&performancereview

Adjusted EBITDA is used as a key indicator

of the operating trading performance of the

Group and its operating segments

representingoperatingprofitbeforethe

impact of depreciation, fair value adjustments,

gains/(losses)ondisposalofotherinvestments

and foreign exchange movements. The

Group’s operating segments include its

South African mining operations and UK

property. The performance of these two

operating segments are discussed in more

detail below.

The Group achieved an EBITDA for the year

of £10.4million (2023: £3.4million). The

movement compared to the prior year can

mainly be attributed to the increased EBITDA

from our mining activities of £9.8million

(2023: £1.2million). In addition, the Group’s

fair value gain, related to our UK property

was £0.15million (2023: £0.15million) and

gains related to investments held at fair

valuethroughprofitandlosswere

£0.07million (2023: £0.8million).

TheGroupreportedaprofitbeforetaxof

£5.0million (2023: £0.6million) for the year

resulting in an increase in taxation for the

year to £1.6million (2023: £0.3million). This

resulted in the Group achieving an overall

profitfortheyearaftertaxof£3.4million

(2023: £0.3million), of which £1.1million

(2023: £0.26million) was attributable to

equity holders of the company.

South African mining operations

Performance

The key performance indicators of the Group’s South African mining operations are presented in South African Rand and UK Sterling

as follows:

SouthAfricanRand UKSterling

2024

R’000

2023

R’000

2024

£’000

2023

£’000

Revenue

1,186,788

1,087,690

50,683

47,422

Transport and loading costs

(149,534)

(64,497)

(6,386)

(2,812)

Mining and washing costs

(636,772)

(821,307)

(27,194)

(35,808)

Operatingprofitbeforeotheroperatingcostsanddepreciation

400,482

201,886

17,103

8,802

Other operating costs (excluding depreciation)

(7,242)

(7,422)

Operating profit before depreciation, fair value adjustments

and exchange movements (adjusted EBITDA)

9,861

1,380

Exchange movements

(24)

(158)

EBITDA 9,837

1,222

2024

2023

Net Revenue per tonne of mining production 694

1,268

Mining and washing costs per tonne of mining production (426)

(1,018)

Operating profit per tonne of mining production before other operating costs and depreciation 268

250

2024

‘000

2023

‘000

Mining production in tonnes 1,495

807

NetRevenuepertonneofminingproductioncanbedefinedastherevenuepriceachievedpermetrictonneofminingproductionless

transportation and loading costs.

Bisichi PLC

StrategicReport

Financial&performancereview

A breakdown of the quantity of coal sold and revenue of the Group’s South African mining operations are presented in metric tonnes and

South African Rand as follows:

Domestic

‘000

Export

‘000

2024

‘000

Domestic

‘000

Export

‘000

2023

‘000

Quantity of coal sold in tonnes 1,180 209 1,389

897 134 1,031

Domestic

R’000

Export

R’000

2024

R’000

Domestic

R’000

Export

R’000

2023

R’000

Revenue 865,693 321,095 1,186,788

843,218 244,472 1,087,690

R R R R R R

Net Revenue per tonne of coal sold 687 1,086 747

938 1,357 992

Mining and washing costs per tonne of coal sold (458)

(797)

Operating profit per tonne of coal sold before other

operating costs and depreciation

288

196

Thequantityofcoalsoldcanbedefinedas

the quantity of coal sold in metric tonnes by

the Group in any given period. Net Revenue

pertonneofcoalsoldcanbedefinedas

the revenue price achieved less transportation

and loading costs per metric tonne of

coal sold.

Total net revenue per tonne of coal sold for

the Group’s mining and processing operations

decreased for the year from R992 per tonne of

coal sold in 2023 to R747 in 2024, attributable

to average price decreases per tonne in both

the export and domestic market. The average

price decreases in the domestic market were

attributable to a proportional decrease in

higher quality coal, destined for the export

market, being sold domestically and lower

overall prices achievable.

An increase in mining production from

BlackWattleoffsetadecreaseinbuy-in

coal processed during the year and an

increase in coal inventories at the end of

the year resulting in the quantity of coal

sold for the year increasing to 1.389million

tonnes (2023: 1.031million tonnes).

Overall, revenue from the Group’s South

African mining operations increased during

the year to R1.187billion (2023: R1.088billion)

mainly due to the higher mining production

and coal volumes sold offsetting the lower

coal prices achievable.

Mining and washing costs per tonne of coal

sold during the year decreased from R797

per tonne in 2023 to R458 per tonne in 2024

mainly due to a decrease in mining costs

per tonne from Black Wattle as outlined in

the Mining Review on page 5. This resulted

in a decrease in total mining and washing

costs for the Group to R636.8million

(2023: R821.3million).

Other operating costs (excluding depreciation)

of £7.2million (2023: £7.4million) include

general administrative costs and administrative

salaries and wages related to our South

African mining operations that are incurred

both in South Africa and in the UK. These

costsarenotsignificantlyimpactedby

movements in mining production and coal

processing. Overall costs in South Africa

and in the UK were in line with management’s

expectationsandlocalinflation.

In summary, the movement in the Group’s

Adjusted EBITDA from £2.65million in 2023

to £10.85million in 2024 can mainly be

attributed to the performance of the Group’s

South African mining and coal processing

operations outlined above. A further

explanation of the mines operational

performance can be found in the Mining

Review on page 5.

Bisichi PLC

StrategicReport

Financial&performancereview

UK property investment

Performance

The Group’s portfolio is managed actively by

London & Associated Properties plc. Net

property revenue (excluding joint ventures and

service charge income) across the portfolio

remained stable during the year at £1.27million

(2023: £1.27million). The property portfolio

was externally valued at 31 December 2024

and the value of UK investment properties

attributable to the Group at year end

increased marginally to £10.76million

(2023: £10.61million).

Joint venture property investments

The Group holds a £0.6million (2023:

£0.6million) joint venture investment in

Dragon Retail Properties Limited, a UK

property investment company. The open

market value of the company’s share of

investment properties included within its

joint venture investment in Dragon Retail

Properties increased during the year to

£1.078million (2023: £1.015million).

The Group continues to hold it 50% joint

venture investment in West Ealing Projects

Limited, a UK unlisted property development

company with a carrying value of £nil

(£0.4million) and loan to the joint venture of

£1.9million (2023: £1.6million). West Ealing

Projects Limited’s only asset is a property

development in West Ealing, London.

Planning permission is held for the creation

of 56 new residential apartments and ground

floorshopsonthesite.Anassessmentwas

conducted of the carrying value of the

development, which resulted in a £0.4million

(2023: £nil) impairment provision of the

Group’s share of the carrying value of the

trading property, which was valued at

£4.1million at year end (2023: £4.4million).

There are several ongoing negotiations with

contractors, lenders and the council, the

outcomes of which are uncertain. There

remainsignificantrisksthatmayimpactour

overallfinancialreturnfromthisproject

includingfurtherwrite-downsofourequity

and loans to the venture.

During the year the Group held an investment

in Development Physics Limited, a joint

venture between LAP, Bisichi and Metroprop

Real Estate, owned equally by the three

parties. The venture was set up, with the

purpose of delivering a residential

developmentof44flatsand4townhouses

in Purley, London. Following an unsuccessful

planning application and subsequent appeal,

the joint venture partners decided to stop

development activities and allow the options

over parcels of land to lapse. The company

has subsequently been closed. A loan to

the joint venture of £0.25million was written

off during the year. At year end, the carrying

value of the investment held by the Group

was £nil (2023: negative £24,000).

Overall, the Group achieved net property

revenue of £1.4million (2023: £1.4million)

for the year which includes the company’s

share of net property revenue from its

investment in joint ventures of £88,000

(2023: £113,000).

Other Investments

TheGroup’snon-currentinvestmentsheld

atfairvaluethroughprofitandlosswere

valued at year end at £14.3million (2023:

£14.3million). Additions during the year of

£5.1million (2023: £1.2million) and gains

from investments of £0.2million (2023:

£0.9million) offset disposals of £5.2million

(2023: £0.4million). The investments comprise

of £4.6million (2023: £6.8million) of

investments listed on stock exchanges in

the United Kingdom, £8.3million (2023:

£7.4million) of investments listed on overseas

stock exchanges and £1.5million (2023: £nil)

in an overseas listed equity related investment

fund. The Group’s listed investments continue

to comprise primarily listed equities involved

in extractive and energy related business

activities, including entities involved in the

extraction of commodities needed for the

clean energy transition. As at year end, the

fair value of the Group’s listed equity related

investment portfolios comprised:

•• 55% of investments in listed equities with

a market capitalisation of greater than

£10billion;

•• 25% of investments in listed equities with

a market capitalisation of greater than

£1bnandlessthen£10billion;

•• 8% of investments in listed equities with

amarketcapitalisationoflessthan£1bn;

and

•• 12% of an investment in a listed equity

related investment fund.

Bisichi PLC

StrategicReport

Financial&performancereview

Cashflowgeneratedfromoperatingactivities

increased compared to the prior year to

£8.1million (2023: £1.8million). This can mainly

be attributed to the increase in operating

profitduringtheyearto£7.0million(2023:

£1.9million).Theincreaseinoperatingprofit

can mainly be attributed to the stronger overall

performance of the Group’s South African

coal mining and processing operations.

Investingcashflowsprimarilyreflectthenet

disposals of listed equity investments of

£0.1million (2023: net acquisitions £0.8million)

and capital expenditure during the year of

£8.1million (2023: £5.9million) which can

mainly be attributable to mine development

costs at Black Wattle’s new mining area. As

at year end the Group’s mining reserves,

plant and equipment had a carrying value

of £22.8million (2023: £18.8million) with capital

expenditure being offset by depreciation of

£4.0million (2023: £1.4milion) and exchange

translation movements of £0.4million

(2023: £2.0million) for the year.

Cashoutflowsfromfinancingactivities

includes a net decrease in borrowings of

£0.2million (2023: £0.5million). In addition,

dividends were paid during the year to

equity shareholders of £0.7million

(2023: £2.3million).

Overall, the Group’s cash and cash

equivalents decreased during the year by

£0.8million (2023: £7.8million). The Group’s

net balance of cash and cash equivalents

(including bank overdrafts) at year end was

negative £1.1million (2023: £0.3million).

TheGrouphasconsiderablefinancial

resources available at short notice including

cash and cash equivalents (excluding bank

overdrafts) of £1.2million (2023: £3.2million)

and listed equity related investments of

£15.0million (2023: £15.0million) as at year

end.Theabovefinancialresourcestotalling

£16.1million (2023: £18.2million).

The net assets of the Group reported as at

year end were £36.5million (2023: £33.6million)

and total assets at £62.1million

(2023: £59.8million).

Liabilities decreased from £26.2million to

£25.6million during the year primarily due

to a decrease in overall borrowings from

£7.5million to £6.1million, a decrease in tax

payable from £5.2million to £3.8million

offsetting an increase in trade and other

payables from £11.6million to £12.9million.

FurtherdetailsontheGroup’scashflowand

financialpositionarestatedinthe

ConsolidatedCashflowStatementonpage

70 and the Consolidated Balance Sheet on

page 67 and 68.

Cashflow

Thefollowingtablesummarisesthemaincomponentsoftheconsolidatedcashflowfortheyear:

Year ended

31 December

2024

£’000

Year ended

31 December

2023

£’000

Cash flow generated from operations before working capital and other items 10,850

2,647

Cash flow from operating activities 8,120

1,778

Cash flow from investing activities (8,039)

(6,701)

Cash flow from financing activities (897)

(2,874)

Net (decrease) / increase in cash and cash equivalents (816)

(7,797)

Cash and cash equivalents at 1 January

(292)

7,365

Exchange adjustment

140

Cash and cash equivalents at 31 December (1,083)

(292)

Cash and cash equivalents at 31 December comprise:

Cash and cash equivalents as presented in the balance sheet

1,175

3,242

Bank overdrafts (secured)

(2,258)

(3,534)

(1,083)

(292)

Bisichi PLC

StrategicReport

Financial&performancereview

Loans

South Africa

TheGrouphasastructuredtradefinance

facility with Absa Bank Limited for R85million

held by Sisonke Coal Processing (Pty) Limited,

a 100% subsidiary of Black Wattle Colliery

(Pty) Limited. This facility comprises of an

R85million revolving facility to cover the

working capital requirements of the Group’s

South African operations. The facility is

renewable annually and is secured against

inventory, debtors and cash that are held

in the Group’s South African operations.

United Kingdom

In December 2024, the Group signed a

renewed 5 year term facility of £3.9m with

Julian Hodge Bank Limited at a LTV of 50%.

The loan is secured against the company’s

UK retail property portfolio. The amount

repayable on the loan at year end was

£3.9million. The overall interest cost of the

loan is 4.00% above the Bank of England

base rate. The loan is secured by way of a

firstchargeovertheinvestmentproperties

intheUKwhichareincludedinthefinancial

statements at a value of £10.76million. The

debtpackagehasafiveyeartermandis

repayable at the end of the term in December

2029. No banking covenants were breached

by the Group during the year.

Statement regarding Section 172

of the UK Companies Act

Section 172 of the UK Companies Act

requires the Board to report on how the

directors have had regard to the matters

outlined below in performing their duties.

The Board consider the Group’s customers,

employees, local communities, suppliers

and shareholders as key stakeholders of

the Group. During the year, the Directors

consider that they have acted in a way, and

have made decision that would, most likely

promote the success of the Group for the

benefitofitsmembersasawholeas

outlined in the matters below:

•• The likely consequences of any decision

in the long term: see Principal activity,

strategy & business model on page 4

and Principal Risks and Uncertainties on

page20;

•• TheinterestsoftheGroup’semployees;

ethicsandcompliance;fosteringofthe

Company’s business relationships with

suppliers,customersandothers;andthe

impact of the Group’s operations on the

community and environment: see

Sustainabilityreportonpage7;

•• The need to act fairly between members

of the Company: see the Corporate

Governance section on page 35.

Future prospects

Inthefirstquarterofthe2025,wehaveseen

stable production from Black Wattle, our coal

mining operation. In our South African coal

markets, the availability of rail for export has

continued to improve for the year to date,

howeverlowerseabornecoalprices,reflecting

a temporary buildup in global coal supply

and a slowdown in demand, impacted coal

revenueinthefirstquarterof2025.Inlight

of this, management will be focussing on

sustaining production levels and maintaining

adiversifiedsalesmarket.

The Group continues to seek and evaluate

opportunities to transition into alternative

mining, commodity and renewable energy

related opportunities through new

commercial arrangements.

In the UK, management is looking forward

to completing its property development in

West Ealing as well as seeking other

opportunities to expand upon on its property

and equity investment portfolios. This is in

line with the Group’s overall strategy of

balancing the high risk of our mining

operationswithadependablecashflow

and capital appreciation from our UK property

investment operations and equity investments.

Todate,theGroup’sfinancialpositionhas

remained strong, and at present, the Group

hasadequatefinancialresourcestoensure

the Group remains viable for the foreseeable

future and that liabilities are met. A full going

concern and viability assessment can be

found in the Directors report on page 39.

Further information on the outlook of the

company can be found in both the Chairman’s

Statement on page 2 and the Mining Review

on page 5 which form part of the

Strategic Report.

Signed on behalf of the Board of Directors

Garrett Casey

Finance Director

28 April 2025

Bisichi PLC

Governance

ANDREW R HELLER MA, ACA

(Chairman & Managing Director)

GARRETT CASEY CA (SA)

(Finance Director)

ROBERT GROBLER Pr Cert Eng

(Director of Mining)

+ JOHN WONG ACA,CFA(Non-executive)

John Wong was appointed a Director on 15 October

2020. After training as a Chartered accountant he

has worked in the fund management industry for

over 20 years and has extensive experience in

investment management, in particular within the

mining sector.

CLEMENT R W PARISH (appointed 01 July

2024)(Non-executive)

Clement Robin W Parish was appointed a director

on 1 July 2024. Robin has over 50 years of

experience in investment trading. His career,

which began after his studies at Oxford University,

includes senior directorships on the boards of

various publicly listed exploration, mining,

and industrial companies.

JOHN A HELLER LLB,MBA(Non-executive)

John Heller was appointed a Director on 29

March 2024. John Heller is the Chairman and

Chief Executive of London & Associated

Properties PLC which holds a 41.6% stake in

Bisichi. John Heller has extensive knowledge

and experience in property investment and

management.

* RT HON. STEPHEN CRABB (Appointed

1November2024)(Non-executive)

Stephen was appointed a Director on 1 November

2024. Stephen served as a Member of Parliament

from 2005 to 2024. During his political career

Stephen held various leadership roles in Parliament

including Secretary of State for Wales and

Secretary of State for Work and Pensions.

Stephen has degrees from London Business

School (MBA, 2004) & Bristol University.

SECRETARY AND

REGISTERED OFFICE

Garrett Casey CA (SA)

12 Little Portland Street

London W1W8BJ

BLACK WATTLE

COLLIERY AND SISONKE

COAL PROCESSING

DIRECTORS

Andrew Heller

(Managing Director)

Ethan Dube

Robert Grobler

Garrett Casey

Millicent Zvarayi

COMPANY

REGISTRATION

Company registration No.

00112155 (Incorporated

in England and Wales)

WEBSITE

www.bisichi.co.uk

E-MAIL

admin@bisichi.co.uk

AUDITOR

Kreston Reeves LLP,

London

PRINCIPAL BANKERS

United Kingdom

Julian Hodge Bank Limited

Santander UK PLC

Investec PLC

South Africa

ABSA Bank (SA)

First National Bank (SA)

CORPORATE

SOLICITORS

United Kingdom

Ashfords LLP, London

Fladgate LLP, London

Olswang LLP, London

Wake Smith Solicitors

Limited,Sheffield

South Africa

Beech Veltman Inc,

Johannesburg

Brandmullers Attorneys,

Middelburg

Cliffe Decker Hofmeyer,

Johannesburg

Herbert Smith Freehills,

Johannesburg

Natalie Napier Inc,

Johannesburg

Tugendhaft Wapnick

Banchetti and Partners,

Johannesburg

STOCKBROKERS

Shore Capital Stockbrokers

Limited

REGISTRARS AND

TRANSFER OFFICE

MUFG Corporate Markets

Central Square

29 Wellington Street

Leeds

LS1 4DL

UK telephone:

0371 664 0300

International telephone:

+44 371 664 0300

(Calls are charged at the

standard geographic rate

and will vary by provider.

Calls outside the United

Kingdom will be charged

at the applicable

international rate).

Lines are open between

9.00am to 5.30pm, Monday

to Friday, excluding public

holidays in England

and Wales.

MANAGEMENT TEAM OTHER DIRECTORS AND ADVISORS

* Member of the nomination committee

O Memberoftheaudit&

remunerationcommittee

+ Senior Independent Director, Member

of the audit, nomination and

remuneration committees.

Governance

Website:

https://www.mpms.mufg.com/

Email: shareholderenquiries@

cm.mpms.mufg.com

Bisichi PLC

Governance

2024

£’000

2023

£’000

2022

£’000

2021

£’000

2020

£’000

Consolidated income statement items

Revenue

52,289

49,253 95,111 50,520 29,805

Operatingprofit/(loss)

7,000

1,900 38,976 3,403 (4,493)

Profit/(Loss)beforetax

5,020

610 38,014 2,501 (5,196)

Tradingprofit/(loss)beforetax

5,400

(255) 37,127 1,559 (3,881)

Revaluationandimpairment(loss)/profitbeforetax

(380)

865 887 942 (1,315)

EBITDA

10,418

3,354 39,980 5,849 (2,387)

Operatingprofitbeforedepreciation,fairvalue

adjustments and exchange movements (adjusted

EBITDA)

10,850

2,647 39,363 5,028 (1,111)

Consolidated balance sheet items

Investment properties

10,760

10,610 10,465 10,525 10,270

Othernon-currentinvestments

14,970

15,260 13,631 4,761 3,001

25,730

25,870 24,096 15,286 13,271

Current Investments held at fair value

628

734 886 685 833

26,358

26,604 24,982 15,971 14,104

Otherassetslessliabilitieslessnon-controllinginterests

5,925

5,386 8,820 1,541 1,969

Total equity attributable to equity shareholders 32,283

31,990 33,802 17,512 16,073

Net assets per ordinary share (attributable) 302.4p

299.6p 316.6p 164.0p 150,5p

Dividend per share 7.00p

7.00p 22.00p 6.00p 0p

Financial calendar

18 June 2025

Annual General Meeting

Late August 2025

Announcementofhalf-yearresultsto30June2025

Late April 2026

Announcement of results for year ending 31 December 2025

Five year summary

Bisichi PLC

Governance

Review of business, future

developments and post balance

sheet events

The Group continues its mining activities.

Income for the year was derived from sales

of coal from its South African operations.

The Group also has an equity investment

portfolio, a property investment portfolio for

which it receives rental income and a joint

venture investment in a residential

property development.

The results for the year and state of affairs of

the Group and the company at 31 December

2024 are shown on pages 64 to 113 and in

the Strategic Report on pages 2 to 30. Future

developments and prospects are also covered

in the Strategic Report and further details of

any post balance sheet events can be found

innote32tothefinancialstatements.Over

98 per cent of staff are employed in the

South African coal mining industry –

employment matters and health and safety

are dealt with in the Strategic Report.

The management report referred to in the

Director’s responsibilities statement

encompasses this Directors’ Report and

Strategic Report on pages 2 to 30.

Corporate responsibility

Environment

The environmental considerations of the

Group’s South African coal mining operations

are covered in the Strategic Report on

pages 2 to 30.

The Group’s UK activities are principally

property investment whereby premises are

provided for rent to retail businesses and a

joint venture investment in a UK residential

property development in West Ealing.

The Group seeks to provide those tenants

with good quality premises from which they

canoperateinanefficientandenvironmentally

friendly manner. Wherever possible,

improvements, repairs and replacements

aremadeinanenvironmentallyefficient

manner and waste recycling arrangements

are in place at all the company’s locations.

Climate Change Reporting and

Greenhouse Gas Emissions

The Group’s climate change report and

details on its greenhouse gas emissions for

the year ended 31 December 2024 can be

found on page 11 of the Strategic Report.

Employment

The Group’s policy is to attract staff and

motivate employees by offering competitive

terms of employment. The Group provides

equal opportunities to all employees and

prospective employees including those

who are disabled. The Strategic Report

gives details of the Group’s activities and

policies concerning the employment, training,

health and safety and community support

and social development concerning the

Group’s employees in South Africa.

Dividend policy

As outlined in the Strategic report on page

3 the directors are proposing the payment

ofafinaldividendof4p(2023:4p)for2024.

An interim dividend for 2024 of 3p

(Interim 2023: 3p) has been paid on

7 February 2025.

The total dividend per ordinary share for

2024 will therefore be 7p (2023: 7p) per

ordinary share.

Investment properties and other

properties

The investment property portfolio is stated

at its open market value of £10,760,000 at

31 December 2024 (2023: £10,610,000) as

valued by professional external valuers. The

open market value of the company’s share

of investment properties and development

property inventory held at cost included

within its investments in joint ventures is

£5,126,000 (2023: £5,176,000).

Financial instruments

Note22tothefinancialstatementssetsout

therisksinrespectoffinancialinstruments.

The Board reviews and agrees overall treasury

policies, delegating appropriate authority to

the managing director. Treasury operations

are reported at each Board meeting and

are subject to weekly internal reporting.

Directors’ report

Thedirectorssubmittheirreporttogetherwiththeauditedfinancialstatementsfor

theyearended31December2024.

Bisichi PLC

Governance

Directors’report

Directors

The directors of the company for the year

were A R Heller, G J Casey, C A Joll

(ceased to be a director on 18 April 2024),

R J Grobler (a South African citizen), J A

Sibbald (ceased to be a director on 3

October 2024), J Wong, J Heller, C R W

Parish (appointed 01 July 2024) and S

Crabb (appointed 01 November 2024).

Mr Parish was appointed as an independent

non-executivedirectorbringingover50years

of invaluable investment trading expertise.

His distinguished career, commencing after

his studies at Oxford University, includes

senior directorships in publicly listed

exploration, mining, and industrial companies.

The Rt Hon. S Crabb was appointed as an

independentnon-executivedirector

contributing a unique perspective derived

from his extensive political career spanning

2005 to 2024. His leadership roles as

Secretary of State for Wales and Secretary

of State for Work and Pensions, coupled

with his academic credentials from London

Business School (MBA, 2004) and Bristol

University, and his prior experience as Policy

Manager at the London Chamber of

Commerce,provideasignificantassetto

the Board.

In accordance with our rotation policy,

C R W Parish and S Crabb are retiring and

offeringthemselvesforre-election.The

Boardstronglyrecommendstheirre-election.

Mr. Parish’s deep investment acumen

significantlyenhancesourstrategicdirection

and shareholder value. Mr. Crabb’s broad

experience provides crucial support to our

strategic initiatives, driving the expansion of

our business and investment interests.

During the year, the Company made an

investment into a fund in which John Wong

(anindependentnon-executivedirector)is

linked by virtue of his engagement as the fund

manager and having a material interest in

the fund. In accordance with the Companies

Act 2006, the Company’s articles of

association and the Disclosure Guidance

and Transparency Rules, John Wong

recused himself from discussions relating

to the proposed investment and the Board

resolved to impose certain conditions on

John Wong given his interests including,

but not limited to, restricting the availability

of information to John Wong and to exclude

him from discussions and voting on matters

relating to the investment and its ongoing

review in line with the Company’s treasury

policies. In accordance with the requirements

of the Disclosure Guidance and Transparency

Rules, the Company released an

announcement containing the prescribed

information on 3 April 2024.

Other than noted above, no director had

any material interest in any contract or

arrangement with the company during the

year other than as shown in this report.

Directors’ shareholdings

The interests of the directors in the shares

of the company, including family and

trustee holdings where appropriate, are

shown on page 43 of the Annual

Remuneration Report.

Disclosure of information to auditor

Thedirectorsinofficeatthedateofapproval

ofthefinancialstatementshaveconfirmed

that as far as they are aware that there is no

relevant audit information of which the auditor

is unaware. Each of the directors has

confirmedthattheyhavetakenallreasonable

steps they ought to have taken as directors

to make themselves aware of any relevant

audit information and to establish that it has

been communicated to the auditor.

Substantial interests

The following have advised that they have an interest in 3 per cent. or more of the issued

share capital of the company as at 31 December 2024:

London & Associated

Properties PLC –

4,432,618 shares representing 41.6 per cent. of the

issued capital (The Heller family is a shareholder of

London & Associated Properties PLC).

The Heller Family –

330,117 shares representing 3.09 per cent. of the

issued capital.

A R Heller –

785,012 shares representing 7.35 per cent. of the

issued capital.

Stonehage Fleming Investment

Management Ltd –

1,866,154 shares representing 17.53 per cent. of the

issued share capital.

Bisichi PLC

Governance

Directors’report

Indemnities and insurance

The Articles of Association and Constitution

of the company provide for them to indemnify,

to the extent permitted by law, directors

andofficers(excludingtheAuditor)ofthe

companies,includingofficersofsubsidiaries,

and associated companies against liabilities

arising from the conduct of the Group’s

business. The indemnities are qualifying

third-partyindemnityprovisionsforthe

purposes of the UK Companies Act 2006

andeachofthesequalifyingthird-party

indemnities was in force during the course

ofthefinancialyearended31December

2024 and as at the date of this Directors’

report. No amount has been paid under any

of these indemnities during the year.

The Group has purchased directors’ and

officers’insuranceduringtheyear.Inbroad

terms,theinsurancecoverindemnifies

individualdirectorsandofficersagainstcertain

personal legal liability and legal defence

costs for claims arising out of actions taken

in connection with Group business.

Corporate Governance

The Board acknowledges the importance of

good corporate governance. The paragraphs

below set out how the company has applied

this guidance during the year.

Principles of corporate governance

The Group’s Board appreciates the value of

good corporate governance not only in the

areas of accountability and risk management,

but also as a positive contribution to business

prosperity. The Board endeavours to apply

corporate governance principles in a sensible

and pragmatic fashion having regard to the

circumstances of the Group’s business. The

key objective is to enhance and protect

shareholder value.

Board structure

The Board currently comprises the joint

executive chairman and managing director,

two other executive directors and four

non-executivedirectors.Theirdetailsappear

on page 31. The Board is responsible to

shareholders for the proper management

of the Group. The Directors’ responsibilities

statement in respect of the accounts is set

outonpage54.Thenon-executivedirectors

have a particular responsibility to ensure

that the strategies proposed by the executive

directors are fully considered.

To enable the Board to discharge its duties,

all directors have full and timely access to all

relevant information and there is a procedure

for all directors, in furtherance of their duties,

to take independent professional advice, if

necessary, at the expense of the Group.

The Board has a formal schedule of matters

reservedtoitandmeetsbi-monthly.

The Board is responsible for overall Group

strategy, approval of major capital expenditure

projectsandconsiderationofsignificant

financingmatters.

The following Board committees, which

have written terms of reference, deal with

specificaspectsoftheGroup’saffairs:

•• In 2024, the nomination committee

comprisedoftwonon-executivedirectors

C A Joll (Chairman) (ceased to be a

director on 18 April 2024) and JA Sibbald

(ceased to be a director on 3 October

2024) as well as the executive chairman.

The committee is responsible for proposing

candidates for appointment to the Board,

having regard to the balance and structure

of the Board. In appropriate cases

recruitment consultants are used to assist

the process. Each director is subject to

re-electionatleasteverythreeyears.On

9 April 2025, a new committee was formed

which comprises of Stephen Crabb

(Chairman), John Wong, both independent

non-executivedirectors,andthe

executive chairman.

•• The remuneration committee is responsible

for making recommendations to the Board

on the company’s framework of executive

remuneration and its cost. The committee

determines the contractual terms,

remunerationandotherbenefitsforeach

of the executive directors, including

performance related bonus schemes,

pension rights and compensation

payments. The Board itself determines

theremunerationofthenon-executive

directors. During 2024, the committee

comprisedoftwonon-executivedirectors

C A Joll (Chairman) (ceased to be a

director on 18 April 2024) and J A

Sibbald (ceased to be a director on 3

October 2024). On 21 January 2025, a

new committee was formed which

comprises of Clement R W Parish

(Chairman) and John Wong, both

independentnon-executivedirectors.

The company’s executive chairman is

normally invited to attend meetings. The

report on directors’ remuneration is set

out on pages 41 to 50.

Bisichi PLC

Governance

Directors’report

•• In 2024, the audit committee comprised

oftwonon-executivedirectorsCAJoll

(Chairman) (ceased to be a director on

18 April 2024) and JA Sibbald (ceased to

be a director on 3 October 2024). On 21

January 2025, a new committee was

formed which comprises of John Wong

(Chairman) and Clement R W Parish,

bothindependentnon-executivedirectors.

Its prime tasks are to review the scope of

external audit, to receive regular reports

from the company’s auditor and to review

thehalf-yearlyandannualaccountsbefore

they are presented to the Board, focusing

in particular on accounting policies and

areas of management judgment and

estimation. The committee is responsible

for monitoring the controls which are in

force to ensure the integrity of the

information reported to the shareholders.

The committee acts as a forum for

discussion of internal control issues and

contributes to the Board’s review of the

effectiveness of the Group’s internal

control and risk management systems

and processes. The committee also

considers annually the need for an internal

audit function. It advises the Board on the

appointment of external auditors and on

their remuneration for both audit and

non-auditwork,anddiscussesthenature

and scope of the audit with the external

auditors. The committee, which meets

formally at least twice a year, provides

a forum for reporting by the Group’s

external auditors.

Where such directors were not members

of the relevant committee, meetings are

also attended, by invitation of the committee,

by the Company’s executive chairman and

financedirector.

The audit committee also undertakes a formal

assessment of the auditors’ independence

each year which includes:

•• reviewofnon-auditservicesprovidedto

theGroupandrelatedfees;

•• discussion with the auditors of a written

report detailing consideration of any

matters that could affect independence

ortheperceptionofindependence;

•• a review of the auditors’ own procedures

for ensuring the independence of the audit

firmandpartnersandstaffinvolvedinthe

audit, including the regular rotation of the

auditpartner;and

•• obtainingwrittenconfirmationfromthe

auditors that, in their professional

judgement, they are independent.

The audit committee report is set out on

pages 50 and 51.

Performance evaluation – board,

board committees and directors

The performance of the board as a whole

andofitscommitteesandthenon-executive

directors is assessed by the executive

chairman and is discussed with the senior

independent director. Their recommendations

are discussed at the nomination committee

priortoproposalsforre-electionbeing

recommended to the Board. The performance

of executive directors is discussed and

assessed by the remuneration committee.

The senior independent director meets

regularly with the executive chairman and

boththeexecutiveandnon-executive

directors individually outside of formal

meetings. The directors will take outside

advice in reviewing performance but have

not found this necessary to date.

Independent directors

Theindependentnon-executivedirectors

during 2024 were Christopher Joll (ceased to

be a director on 18 April 2024), John Sibbald

(ceased to be a director on 3 October 2024),

John Wong,

Clement R W Parish (appointed director on

1 July 2024) and Stephen Crabb (appointed

director on 1 November 2024).

ChristopherJollwasanon-executivedirector

of the company for over twenty years, John

Sibbaldwasanon-executivedirectorfor

over thirty years, John Wong was appointed

to the Board on 15 October 2020, Clement

R W Parish was appointed to the Board on

1 July 2024 and Stephen Crabb was

appointed to the Board on 1 November 2024.

TheBoardencouragesthenon-executive

directors to act independently. The Board

considers that their length of service does

not, and has not, resulted in their inability or

failure to act independently. In the opinion of

the Board, Christopher Joll and John Sibbald

continuedtofulfiltheirroleasindependent

non-executivedirectorsduringtheyear.

The Board considers that as a result of the

systems and controls the Company has put in

place, notwithstanding his outside business

interests, including in relation to certain funds

in which the Company has invested,

John Wong remains independent.

The independent directors regularly meet

prior to Board meetings to discuss corporate

governance issues.

Internal control

The directors are responsible for the Group’s

system of internal control and review of its

effectiveness annually. The Board has

designed the Group’s system of internal

control in order to provide the directors with

reasonable assurance that its assets are

safeguarded, that transactions are authorised

and properly recorded and that material

errors and irregularities are either prevented

or would be detected within a timely period.

However, no system of internal control can

eliminate the risk of failure to achieve business

objectives or provide absolute assurance

against material misstatement or loss.

Bisichi PLC

Governance

Directors’report

Board and board committee meetings

The number of meetings during 2024 and attendance at regular Board meetings and Board committees was as follows:

Meetings

held

Meetings

Attended

A R Heller Board

Audit committee

Nomination committee

Remuneration committee

G J Casey Board

Audit committee

R J Grobler Board 5 1

C A Joll (ceased to be a director on 18 April 2024) Board

Audit committee

Nomination committee

Remuneration committee

J A Sibbald (ceased to be director on 3 October 2024) Board

Audit committee

Nomination committee

Remuneration committee

J Wong Board 5 5

J A Heller Board 5 5

C R W Parish (appointed director on 1 July 2024) Board 2 2

S Crabb (appointed director on 1 November 2024) Board 1 1

Therewerenosignificantissuesidentifiedduringtheyearended31December2024(anduptothedateofapprovalofthereport)

concerningmaterialinternalcontrolissues.ThedirectorsconfirmthattheBoardhasreviewedtheeffectivenessofthesystemofinternal

control as described during the period.

The key elements of the control system

in operation are:

•• the Board meets regularly with a formal

schedule of matters reserved to it for

decision and has put in place an

organisational structure with clearly

definedlinesofresponsibilityandwith

appropriatedelegationofauthority;

•• there are established procedures for

planning, approval and monitoring of

capital expenditure and information

systemsformonitoringtheGroup’sfinancial

performance against approved budgets

andforecasts;

•• UKpropertyandfinancialoperationsare

closely monitored by members of the Board

and senior managers to enable them to

assess risk and address the adequacy of

measures in place for its monitoring and

control. The South African operations are

closely supervised by the UK based

executives through daily, weekly and

monthly reports from the directors and

seniorofficersinSouthAfrica.Thisis

supplemented by regular visits by the UK

basedfinancedirectortotheSouthAfrican

operations which include checking the

integrity of information supplied to the

UK;and

•• as required by the Disclosure Guidance

and Transparency Rules, the Company has

in place systems and controls to identify

and classify related party transactions

and to ensure the Company complies

with its obligations in relation to

such transactions.

The directors are guided by the internal control

guidance for directors issued by the Institute

of Chartered Accountants in England and

Wales. During the period, the audit committee

has reviewed the effectiveness of internal

control as described above. The Board

receives periodic reports from its committees.

Bisichi PLC

Governance

Directors’report

Communication with shareholders

Communication with shareholders is a matter

of priority. Extensive information about the

Group and its activities is given in the Annual

Report, which is made available to

shareholders. Further information is available

on the company’s website, www.bisichi.co.uk.

There is a regular dialogue with institutional

investors. Enquiries from individuals on

matters relating to their shareholdings and

the business of the Group are dealt with

informatively and promptly.

Share capital of the Company

The company has one class of share capital,

ordinary shares. Each ordinary share carries

one vote. All the ordinary shares rank pari

passu. There are no securities issued in the

company which carry special rights with

regard to control of the company. The identity

of all substantial direct or indirect holders of

securities in the company and the size and

nature of their holdings is shown under the

“Substantial interests” section of this

report above.

A relationship agreement dated 15 September

2005 (the “Relationship Agreement”) was

entered into between the company and

London & Associated Properties PLC (“LAP”)

in regard to the arrangements between them

whilst LAP is a controlling shareholder of the

company. The Relationship Agreement

includes a provision under which LAP has

agreed to exercise the voting rights attached

to the ordinary shares in the company owned

by LAP to ensure the independence of the

Board of directors of the company.

Other than the restrictions contained in the

Relationship Agreement, there are no

restrictions on voting rights or on the transfer

of ordinary shares in the company. The rules

governing the appointment and replacement

of directors, alteration of the articles of

association of the company and the powers

of the company’s directors accord with

usual English company law provisions.

Eachdirectorisre-electedatleastevery

three years. The company is not party to

anysignificantagreementsthattakeeffect,

alter or terminate upon a change of control

of the company following a takeover bid.

The company is not aware of any agreements

between holders of its ordinary shares that

may result in restrictions on the transfer of

its ordinary shares or on voting rights.

There are no agreements between the

company and its directors or employees

providingforcompensationforlossofoffice

or employment that occurs because of a

takeover bid.

The Bribery Act 2010

The Bribery Act 2010 came into force on 1

July 2011, and the Board took the opportunity

toimplementanewAnti-BriberyPolicy.The

company is committed to acting ethically,

fairly and with integrity in all its endeavours

and compliance with the policy is

closely monitored.

Annual General Meeting

The annual general meeting of the company

(“Annual General Meeting”) will be held at

6 Babmaes Street, London SW1Y 6HD on

Wednesday, 18 June 2025 at 11.00 a.m.

Resolutions 1 to 8 will be proposed as

ordinary resolutions. More than 50 per cent.

of shareholders’ votes cast must be in

favour for those resolutions to be passed.

The directors consider that all of the

resolutions to be put to the meeting are

in the best interests of the company and

its shareholders as a whole. The Board

recommends that shareholders vote in

favour of all resolutions.

Please note that the following paragraph is

a summary of resolution 8 to be proposed

at the Annual General Meeting and not the

full text of the resolution. You should therefore

read this section in conjunction with the full

text of the resolutions contained in the

notice of Annual General Meeting.

Directors’ authority to allot shares

(Resolution 8)

In certain circumstances it is important for

the company to be able to allot shares up

to a maximum amount without needing to

seek shareholder approval every time an

allotment is required. Paragraph 8.1.1 of

resolution 8 would give the directors the

authority to allot shares in the company and

grant rights to subscribe for, or convert any

security into, shares in the company up to

an aggregate nominal value of £355,894.

Thisrepresentsapproximately1/3(onethird)

of the ordinary share capital of the company

in issue (excluding treasury shares) at 28 April

2025 (being the last practicable date prior

to the publication of this Directors’ Report).

Paragraph 8.1.2 of resolution 8 would give

the directors the authority to allot shares in

the company and grant rights to subscribe

for, or convert any security into, shares in the

company up to a further aggregate nominal

value of £355,894, in connection with a

pre-emptiverightsissue.Thisamount

representsapproximately1/3(onethird)of

the ordinary share capital of the company in

issue (excluding treasury shares) at 28 April

2025 (being the last practicable date prior

to the publication of this Directors’ Report).

Therefore, the maximum nominal value of

shares or rights to subscribe for, or convert

any security into, shares which may be allotted

or granted under resolution 8 is £711,788.

Resolution 8 complies with guidance issued

by the Investment Association (IA).

Bisichi PLC

Governance

Directors’report

The authority granted by resolution 8 will

expire on 31 August 2026 or, if earlier, the

conclusion of the next annual general

meeting of the company. The directors

have no present intention to make use of

this authority. However, if they do exercise

the authority, the directors intend to follow

emerging best practice as regards its use

as recommended by the IA.

Donations

No political donations were made during

the year (2023: £nil).

Going concern

The Group’s business activities, together

with the factors likely to affect its future

development are set out in the Chairman’s

Statement on the preceding page 2, the

Mining Review on pages 5 to 6 and its

financialpositionissetoutonpage24of

the Strategic Report. In addition Note 22 to

thefinancialstatementsincludestheGroup’s

treasury policy, interest rate risk, liquidity

risk, foreign exchange risks and credit risk.

InSouthAfrica,astructuredtradefinance

facility with Absa Bank Limited for R85million

is held by Sisonke Coal Processing (Pty)

Limited, a 100% subsidiary of Black Wattle

Colliery (Pty) Limited. This facility comprises

of a R85million revolving facility to cover the

working capital requirements of the Group’s

South African operations. The facility is

renewable annually and is secured against

inventory, debtors and cash that are held in

the Group’s South African operations. The

Directors do not foresee any reason why

the facility will not continue to be renewed

at the next renewal date, in line with prior

periods and based on their banking

relationships.

Significantinvestmentshavebeenmadein

2024 and 2023 in opening new mining areas

at Black Wattle Colliery (Pty) Ltd. In 2025 to

date, we have seen the improved production

levels continue. The directors expect that

coal market conditions for the Group’ will

remainatastableandprofitablelevelthrough

2025. The directors therefore have a

reasonable expectation that the mine will

achieve positive levels of cash generation

for the Group in 2025. As a consequence,

the directors believe that the Group is well

placed to manage its South African

business risks successfully.

In the UK, forecasts demonstrate that the

Grouphassufficientresourcestomeetits

liabilities as they fall due for at least the next

12months,fromtheapprovalofthefinancial

statements, including those related to the

Group’s UK Loan facility outlined below.

In December 2024, the Group signed a

renewed 5 year term facility of £3.9m with

Julian Hodge Bank Limited at a LTV of 50%.

The loan is secured against the company’s

UK retail property portfolio. The amount

repayable on the loan at year end was

£3.9million. The overall interest cost of the

loan is 4.00% above the Bank of England

baserate.Thedebtpackagehasafive

year term and is repayable at the end of the

term in December 2029. All covenants on

the previous loan and the new loan were

met during the year. The directors have a

reasonable expectation that the Group has

adequatefinancialresourcesatshort

notice, including cash and listed equity

investments, to ensure the facility’s

covenants are met.

During the year, Dragon Retail Properties

Limited (“Dragon”), the Group’s 50% owned

joint venture, signed a new Santander UK

PLC bank loan of £0.74million secured

against its investment property, see note 14.

Thebankloanissecuredbywayofafirst

chargeonspecificfreeholdpropertyata

value of £2.15million. The interest cost of

the loan is 3.5 per cent above the Bank of

England base rate. The loan term is three

years and expires in July 2027.

Beyond its banking facilities, the Group

maintained over £15.0million in readily

convertible listed securities and other

investmentsatyear-end,ensuringstrong

liquidity. Consequently, the Directors

anticipatemaintainingsufficientcashreserves

forthenext12months.Theyareconfident

that the Group possesses adequate

resources to sustain operations for the

foreseeable future and effectively mitigate

business risks. Therefore, the going

concern basis of accounting remains

appropriateforthesefinancialstatements.

By order of the board

G.J Casey

Secretary

12 Little Portland Street

London W1W 8BJ

28 April 2025

Bisichi PLC

Governance

The previous remuneration committee

comprisedoftwonon-executivedirectors

during the year, Christopher Joll (chairman),

whose death was sadly reported to the

shareholders in April last year, and John

Sibbald, who retired from the Board in

October last year.

Following the appointment of Clement R W

Parish as a director on 01 July 2024, a new

committee was subsequently formed which

comprises of Clement R W Parish (Chairman)

and John Wong, both independent

non-executivedirectors.

ThefirstpartistheAnnualRemuneration

Report which details remuneration awarded

toDirectorsandnon-executiveDirectors

during the year. The shareholders will be

asked to approve the Annual Remuneration

Report as an ordinary resolution (as in

previous years) at the AGM in June 2024.

During the year, in light of the performance

of the Group, the board determined to

award bonuses to certain executive

directors of the Group.

The second part is the current remuneration

policy, which details the remuneration

policy for Directors, and can be found at

www.bisichi.co.uk. The current remuneration

policy was subject to a binding vote which

was approved by shareholders at the AGM

in June 2024.The approval will continue to

apply for a 3 year period commencing from

then. The committee reviewed the existing

policy and deemed that no changes were

necessary to the current arrangements.

The remuneration committee considered

the overall performance of the group as

well as of each director in the year ended

31 December 2024 and remuneration

including bonuses were awarded in line

with the performance conditions of the

remuneration policy.

Both of the above reports have been

prepared in accordance with The Large &

Medium-sizedCompaniesandGroups

(Accounts and Reports) (Amendment)

Regulations 2013.

The company’s auditors, Kreston Reeves

LLP are required by law to audit certain

disclosures and where disclosures have

been audited they are indicated as such.

Clement R W Parish

Chairman – remuneration committee

12 Little Portland Street

London W1W8BJ

28 April 2025

Statement of the Chairman

of the remuneration committee

Theremunerationcommitteepresentsitsreportfortheyear

ended31December2024.Thereportispresentedintwoparts

inaccordancewiththeremunerationregulations.

Bisichi PLC

Governance

The following information has been audited:

Singletotalfigureofremunerationfortheyearended31December2024:

Salaries

and Fees

£’000

Benefits

£’000

Bonuses

£’000

Long

Term

Incentive

Awards

£’000

Pension

£’000

Notional

Value of

Vesting

Options

Total

2024

£’000

Total

Fixed

Remuneration

£’000

Total

Variable

Remuneration

£’000

Executive Directors

A R Heller 850 50 250 - 85 -

1,235 985 250

G J Casey 300 20 150 - 30 -

500 350 150

R Grobler 208 16 - - 19 -

243 243 -

Non–Executive Directors

C A Joll* (ceased to

be a director on

18 April 2024)

27 - - - - -

27 27 -

J A Sibbald* (ceased

to be a director on

3 October 2024)

17 2 - - - -

19 19 -

J Wong 100 - - - - -

100 100 -

J Heller - 9 - - -

9 9 -

C R W Parish

(appointed on

1 July 2024)

20 - - - - -

20 20 -

S Crabb (appointed

on 1 November 2024)

7 - - - - -

7 7 -

Total 1,529 97 400 - 134 - 2,160 1,760 400

*Membersoftheremunerationcommitteefortheyearended31December2024

Annual remuneration report

Bisichi PLC

Governance

Annualremunerationreport

Singletotalfigureofremunerationfortheyearended31December2023:

Salaries

and Fees

£’000

Benefits

£’000

Bonuses

£’000

Long

Term

Incentive

Awards

£’000

Pension

£’000

Notional

Value of

Vesting

Options

Total

2023

£’000

Total

Fixed

Remuneration

£’000

Total

Variable

Remuneration

£’000

Executive Directors

Sir Michael Heller (ceased to be a director on 30 January 2023)

17 - - - - -

17 17 -

A R Heller 850 49 - - 85 -

984 984 -

G J Casey 300 17 75 - 30 -

422 347 75

R Grobler 203 16 - - 18 -

237 237 -

Non–Executive Directors

C A Joll* 80 21 - - - -

101 101 -

J A Sibbald* 3 3 - - - -

6 6 -

J Wong 85 - - - - -

85 85 -

J Heller (appointed on 29 March 2023)

- 9 - - - -

9 9 -

Total 1,538 115 75 - 133 - 1,861 1,786 75

*Membersoftheremunerationcommitteefortheyearended31December2023

Summary of directors’ terms Date of contract Unexpired term

Notice

period

Executive directors

A R Heller January 1994 See note below 3 months

G J Casey June 2010 See note below 3 months

R J Grobler April 2008 See note below 3 months

Non-executive directors

C A Joll (ceased to be a director on 18 April 2024) February 2001 See note below 3 months

J A Sibbald (ceased to be a director on 3 October 2024) October 1988 See note below 3 months

J Wong October 2020 See note below 3 months

J Heller March 2023 See note below 3 months

C R W Parish July 2024 See note below 3 months

S Crabb November 2024 See note below 3 months

InaccordancewiththeCompanyrotationpolicythedirectorsretireandofferthemselvesupforre-electioneverythreeyears.Atthenext

AnnualGeneralMeeting,on18July2025,CRWParishandSCrabbareretiringandofferingthemselvesforre-election.

Annual remuneration report

Bisichi PLC

Governance

Annualremunerationreport

Pension schemes and incentives

Three(2023:Three)directorshavebenefitsundermoneypurchasepensionschemes.Contributionsin2024were£133,914

(2023:£133,410),seetableabove.Therearenoadditionalbenefitspayabletoanydirectorintheeventofearlyretirement.

Scheme interests awarded during the year

During the year no share options were granted under share option schemes.

Share option schemes

The company currently has only one Unapproved Share Option Scheme which is not subject to HM revenue and Customs (HMRC)

approval. The 2012 scheme was approved by the remuneration committee of the company on 28 September 2012.

Numberofshareoptions

Option

price*

1 January

2024

Options

granted/

(Surrendered)

2024

December

2024

Exercisable

from

Exercisable

The 2012 Scheme

A R Heller 352.00p 380,000 - 380,000 01/09/2022 31/08/2032

G J Casey 352.00p 380,000 - 380,000 01/09/2022 31/08/2032

*Middlemarketpriceatdateofgrant

No consideration is payable for the grant of

options under the 2012 Unapproved Share

Option Scheme. There are no performance

or service conditions attached to the 2012

Unapproved Share Option scheme. No part

of the award was attributable to share price

appreciation and no discretion has been

exercised as a result of share price

appreciation or depreciation. During the

year, there were no changes to the exercise

price or exercise period for the options.

The following graph illustrates the company’s

performance compared with a broad equity

market index over a ten year period.

Performance is measured by total shareholder

return. The directors have chosen the FTSE All

Share Mining index as a suitable index for this

comparison as it gives an indication of

performance against a spread of quoted

companies in the same sector.

Bisichi PLC

Governance

Annualremunerationreport

The middle market price of Bisichi PLC ordinary shares at 31 December 2024 was 112.5p (2023: 127.5p). During the year the share

price ranged between 77.5p and 135p.

Payments to past directors

No payments were made to past directors in the year ended 31 December 2024 (2023: £nil).

Payments for loss of office

Nopaymentsforlossofofficeweremadeintheyearended31December2024(2023:£nil).

Statement of Directors’ shareholding and share interest

Directors’ interests

The interests of the directors in the shares of the company, including family and trustee holdings where appropriate, were as follows:

Beneficial Non-beneficial

31.12.2024 1.1.2024 31.12.2024 1.1.2024

A R Heller 785,012 785,012 - -

R J Grobler - - - -

G J Casey 40,000 40,000 - -

C A Joll (ceased to be a director on 18 April 2024) - - - -

J A Sibbald (ceased to be a director on 3 October 2024) - - - -

J Wong - - - -

J A Heller - - - -

C R W Parish (appointed 1 July 2024) 15,000 15,000 - -

S Crabb (appointed 1 November 2024) - - - -

There are no requirements or guidelines for any director to own shares in the Company.

Bisichi PLC

Governance

Annualremunerationreport

Remuneration of the Managing Director over the last ten years

ThetablebelowdemonstratestheremunerationoftheholderoftheofficeofManagingDirectorforthelasttenyearsfortheperiodfrom

1 January 2015 to 31 December 2024.

Year

Managing

Director

Managing

Director

Single total

figureof

remuneration

£’000

Annual

bonus payout

against

maximum

opportunity

Long-term

incentive

vesting rates

against

maximum

opportunity

2024 A R Heller 850 10% N/A

2023 A R Heller 850 0% N/A

2022 A R Heller 1,637 74% N/A

2021 A R Heller 929 27% N/A

2020 A R Heller 551 0% N/A

2019 A R Heller 1,035 34% N/A

2018 A R Heller 1,073 34% N/A

2017 A R Heller 898 25% N/A

2016 A R Heller 850 22% N/A

2015 A R Heller 912 22% N/A

 BisichiPLCdoesnothaveaChiefExecutivesothetableincludestheequivalentinformationfortheManagingDirector.

 TheAnnualbonuspayoutiscomparedto300%ofannualsalarybeingthecurrentmaximumbonusopportunitytheremunerationcommitteereservesthepowerto

awardinanexceptionalyearaspertheremunerationpolicy.

Bisichi PLC

Governance

Annualremunerationreport

Percentage change in remuneration and Company performance

The table below represents the change in remuneration of the directors in comparison to employees of the company:

Executive Non-executive

Employee

remuneration

on a full-time

equivalent

basis:

2024

A R

Heller G J Casey R Grobler C A Joll

J A

Sibbald J Wong J Heller

C R W

Parish S Crabb Employees

Base Salary 0% 0% 2% 0% 456% 18% 0% N/A

N/A

(5%)

Benefits 3% 18% 0% (100%) (12%) 0% 0% N/A

N/A

18%

Bonuses N/A

100% 0% 0% 0% 0% 0% N/A

N/A

100%

2023

Base Salary 72% 55% (7%) 54% 0% 55% N/A

N/A

(20%)

Benefits 17% 0% (6%) N/A

0% 0% N/A

N/A

Bonuses (100%) (87%) (100%) 0% 0% 0% N/A

N/A

(94%)

2022

Base Salary 0% 5% 6% 30% 0% 10% N/A

N/A

47%

Benefits 24% 0% 55% 0% 0% 0% N/A

N/A

Bonuses 175% 188% 102% 0% 0% 0% N/A

N/A

478%

2021

Base Salary 0% 20% 6% 0% 0% 0% N/A

N/A

Benefits (39%) (10%) 3% 0% 0% 0% N/A

N/A

(26%)

Bonuses N/A

N/A

0% 0% 0% N/A

N/A

2020

Base Salary 0% 3% (7%) 5% 0% N/A

N/A

Benefits 40% 18% (17%) 0% 0% N/A

N/A

33%

Bonuses (100%) (100%) (100%) 0% 0% N/A

N/A

(100%)

1 Bonusandbenefitchangesaredisclosedasnotapplicableifabonusorbenefitwasawardedinthecurrentyearandnobonusorbenefitwereawardedtothe

directorintheprioryear.

2 MrJWongwasappointedasanon-executiveDirectoron15October2020sotheannualchangeisnotapplicable.

3MrJHellerwasappointedasanon-executiveDirectoron29March2023sotheannualchangeisnotapplicable.

4 MrCRWParishwasappointedasanon-executiveDirectoron01July2024sotheannualchangeisnotapplicable.

5 MrSCrabbwasappointedasanon-executiveDirectoron01November2024sotheannualchangeisnotapplicable.

6 ThecomparatorgroupchosenisallUKbasedemployeesastheremunerationcommitteebelievethisprovidesthemostaccuratecomparisonofunderlyingincreases

basedonsimilarannualbonusperformancesutilisedbytheGroup.

Relative importance of spend on pay

ThetotalexpenditureoftheGrouponremunerationtoallemployees(seeNotes29and9tothefinancialstatements)isshownbelow:

2024

£’000

2023

£’000

Employee remuneration

7,761

7,270

Distribution to shareholders (see note below)

747

The distribution to shareholders in the current year is subject to shareholder approval at the next Annual General Meeting.

Bisichi PLC

Governance

Annualremunerationreport

Statement of implementation of

remuneration policy

The remuneration policy was approved at

the AGM on 6 June 2023. The policy took

effect from the conclusion of the AGM and

will apply for 3 years unless changes are

deemed necessary by the remuneration

committee. The company may not make a

remuneration payment or payment for loss

ofofficetoapersonwhois,istobe,orhas

been a director of the company unless that

payment is consistent with the approved

remuneration policy, or has otherwise been

approved by a resolution of members.

During the year, there were no deviations

from the procedure for the implementation

of the remuneration policy as set out in the

policy.

Consideration by the directors of

matters relating to directors’

remuneration

The remuneration committee considered

the executive directors remuneration and

theboardconsideredthenon-executive

directors remuneration in the year ended 31

December 2024. The Company did not

engage any consultants to provide advice

or services to materially assist the

remuneration committee’s considerations.

The remuneration committee considered

the overall performance of the group as

well as of each executive director in the

year ended 31 December 2024. During the

year, in light of the performance of the

Group, the board determined to award

bonuses to certain executive directors of

the Group.

Remuneration including bonuses were

awarded in line with the performance

conditions of the remuneration policy.

TheRemunerationofthenewnon-executive

directors, being Clement R Parish and Rt

Hon Stephen Crabb, was determined by

the board prior to their appointment, and

anychangestonon-executivedirectors

remuneration were considered by the

board without the director present. The

directors consider the remuneration of the

Company’snon-executivedirectorsfairly

reflectsthetimecommitmentandexpertise

ofeachofthenon-executivedirectorsand

therefore provides an appropriate level of

incentivisation. Remuneration was awarded

in line with the conditions of the

remuneration policy.

The remuneration committee and directors

have considered the percentage of votes

against the resolutions to approve the

remuneration report and policy. Reasons

given by shareholders, as known by the

directors, have been the level of

remuneration awarded and the general

remuneration policy itself. The remuneration

committee consider the remuneration policy

and performance conditions within remain

appropriate and therefore no further action

has been taken.

Service contracts

Allexecutivedirectorshavefull-time

contracts of employment with the company.

Non-executivedirectorshavecontractsof

service. No director has a contract of

employment or contract of service with the

company, its joint venture or associated

companieswithafixedtermwhichexceeds

twelve months. Directors notice periods

(see page 42 of the annual remuneration

report) are set in line with market practice

andofalengthconsideredsufficientto

ensure an effective handover of duties

should a director leave the company.

All directors’ contracts as amended from

time to time, have run from the date of

appointment. Service contracts are kept at

theregisteredoffice.

Shareholder voting

At the Annual General Meeting on 18 June 2024, there was an advisory vote on the resolution to approve the remuneration report, other

than the part containing the remuneration policy. In addition, on 6 June 2023 there was a binding vote on the resolution to approve the

current remuneration policy. The results of which are detailed below:

% of votes

for

% of votes

against

No of votes

withheld

Resolution to approve the Remuneration Report (18 June 2024) 74.57% 25.43% -

Resolution to approve the Remuneration Policy (6 June 2023) 73.18% 26.82% 600,000

Bisichi PLC

Governance

Annualremunerationreport

Remuneration policy table

The remuneration policy table below is an extract of the Group’s current remuneration policy on directors’ remuneration, which was

approved by a binding vote at the 2023 AGM. The approved policy took effect from 6 June 2023. A copy of the full policy can be found

at www.bisichi.co.uk.

ELEMENT PURPOSE POLICY OPERATION OPPORTUNITY AND PERFORMANCE CONDITIONS

EXECUTIVE DIRECTORS

Base

salary

To recognise:

Skills

Responsibility

Accountability

Experience

Value

Considered by

remuneration

committee on

appointment.

Set at a level

considered appropriate

to attract, retain

motivate and reward

the right individuals.

Reviewed annually

Paid monthly in cash

No individual director will be awarded a base salary

in excess of £1,200,000 per annum.

Nospecificperformanceconditionsareattachedto

base salaries.

Pension

To provide

competitive

retirement

benefits

Company contribution

offered at up to 10%

of base salary as part

of overall remuneration

package.

The contribution

payable by the

company is included in

the director’s contract

of employment.

Paid into money

purchase schemes

Company contribution offered at up to 10% of base

salary as part of overall remuneration package.

Nospecificperformanceconditionsareattachedto

pension contributions.

Benefits

To provide a

competitive

benefits

package

Contractualbenefits

can include but are not

limited to:

Car or car allowance

Group health cover

Death in service cover

Permanent health

insurance

The committee retains

absolute discretion to

approve changes in

contractualbenefits

in exceptional

circumstances or where

factors outside the

control of the Group lead

to increased costs (e.g.

medicalinflation)

Thecostsassociatedwithbenefitsofferedareclosely

controlled and reviewed on an annual basis.

Nodirectorwillreceivebenefitsofavalueinexcess

of 30% of his base salary.

Nospecificperformanceconditionsareattachedto

contractualbenefits.

Thevalueofbenefitsforeachdirectorfortheyear

ended 31 December 2024 is shown in the table on

page 41.

Annual

Bonus

To reward and

incentivise

In assessing the

performance of the

executive team,

and in particular to

determine whether

bonuses are merited

the remuneration

committee takes into

account the overall

performance of the

business.

Bonuses are generally

offered in cash

The remuneration

committee determines

the level of bonus on an

annual basis applying

such performance

conditions and

performance measures

as it considers

appropriate

The current maximum bonus opportunity will not

exceed 200% of base salary in any one year, but

the remuneration committee reserves the power to

award up to 300% in an exceptional year.

There is no formal framework by which the company

assesses performance and performance conditions

and measures will be assessed on an annual basis

by the remuneration committee. In determining the

level of the bonus, the remuneration committee will

take into account internal and external factors and

circumstances that occur during the year under

review. The performance measures applied may

befinancial,non-financial,corporate,divisional

or individual and in such proportion as the

remuneration committee considers appropriate to

the prevailing circumstances. The company does

not consider, given the company’s size, nature

and stage of operations that a formal framework is

required.

Bisichi PLC

Governance

Annualremunerationreport

ELEMENT PURPOSE POLICY OPERATION OPPORTUNITY AND PERFORMANCE CONDITIONS

Options

To provide

executive

directors with

along-term

interest in the

company

Granted under existing

schemes (see page 43)

and new schemes

Offered at

appropriate times

by the remuneration

committee

Entitlement to share options is not subject to any

specificperformanceconditions.

Share options will be offered by the remuneration

committee as appropriate taking into account the

factors considered above in the decision making

process in determining remuneration policy.

The aggregate number of shares over which

options may be granted under all of the company’s

option schemes (including any options and awards

granted under the company’s employee share

plans) in any period of ten years, will not exceed, at

the time of grant, 10% of the ordinary share capital

of the company from time to time. In determining the

limits no account shall be taken of any shares where

the right to acquire the shares has been released,

surrendered, lapsed or has otherwise become

incapable of exercise.

The company currently has one Share Option

Scheme (see page 43). For the 2012 scheme the

remuneration committee has the ability to impose

performance criteria in respect of any new share

options granted, however there is no requirement

to do so. There are no performance conditions

attached to the options already issued under the

2012 scheme, the options vest on issue and there

are no minimum hold periods for the resulting

shares issued on exercise of the option.

The Board is authorised under this policy to enter

into agreements with holders of options over

ordinary shares in the capital of the Company to

cancel or surrender the Options in consideration of

the payment by the Company to the holder of the

Option of cash up to a maximum of the difference

between the exercise price of the Option and

the closing market price on the business day

immediately prior to the day on which the Company

enters into that agreement with the relevant holder

of the Options.

Bisichi PLC

Governance

Annualremunerationreport

ELEMENT PURPOSE POLICY OPERATION OPPORTUNITY AND PERFORMANCE CONDITIONS

NON-EXECUTIVE DIRECTORS

Base

salary

To recognise:

Skills

Experience

Value

Considered by the

board on appointment.

Set at a level considered

appropriate to attract,

retain and motivate the

individual.

Experience and time

required for the role

are considered on

appointment.

Reviewed annually No individual director will be awarded a base salary

in excess of £125,000 per annum.

Nospecificperformanceconditionsareattached

to base salaries.

Pension

No pension offered

Benefits

Nobenefitsoffered

except for health

cover (see annual

remuneration report

page 41)

The committee retains

the discretion to approve

changes in contractual

benefitsinexceptional

circumstances or where

factors outside the

control of the Group lead

to increased costs (e.g.

medicalinflation)

Thecostsassociatedwiththebenefitofferedisclosely

controlled and reviewed on an annual basis.

Nodirectorwillreceivebenefitsofavalueinexcess

of 30% of his base salary or £10,000 whichever is

the higher.

Nospecificperformanceconditionsareattached

tocontractualbenefits.

Options

Non-executivedirectors

do not participate in the

share option schemes

Inordertoensurethatshareholdershavesufficientclarityoverdirectorremunerationlevels,thecompanyhas,wherepossible,specified

a maximum that may be paid to a director in respect of each component of remuneration. The remuneration committee consider the

performance measures outlined in the table above to be appropriate measures of performance and that the KPI’s chosen align the interests

ofthedirectorsandshareholders.DetailsofremunerationofothercompanyemployeescanbefoundinNote29tothefinancialstatements.

Anydifferencesinthetypesofremunerationavailablefordirectorsandotheremployeesreflectcommonpracticeandmarketnorms.The

bonus targets for general employees of the Group are more focused on annual targets that further the company’s interests. The maximum

bonus opportunity for employees and directors alike is based on the seniority and responsibility of the role undertaken.

Bisichi PLC

GovernanceGovernance

Committee Composition

The audit committee comprised of two

non-executivedirectorsduringtheyear,

Christopher Joll (chairman), whose death

was sadly reported to the shareholders in

April last year, and John Sibbald, who retired

from the Board and the audit committee In

October last year. A new committee was

subsequently formed which comprises of

John Wong (Chairman) and Clement R W

Parish,bothindependentnon-executive

directors. John Wong is a Chartered

Accountant and a Chartered Financial

Analyst,bringingextensivefinancial

expertise. Clement R W Parish has over

50 years of experience in the investment

trading industry, contributing valuable

commercial insight.

Role and Responsibilities

The Audit Committee’s prime tasks are to:

•• review the scope of external audit, to

receive regular reports from the auditor

andtoreviewthehalf-yearlyandannual

accounts before they are presented to the

board, focusing in particular on accounting

policies and areas of management

judgmentandestimation;

•• monitor the controls which are in force to

ensure the integrity of the information

reportedtotheshareholders;

•• assess key risks and to act as a forum for

discussion of risk issues and contribute

to the board’s review of the effectiveness

of the Group’s risk management control

andprocesses;

•• act as a forum for discussion of internal

control issues and contribute to the board’s

review of the effectiveness of the Group’s

internal control and risk management

systemsandprocesses;

•• consider each year the need for an internal

auditfunction;

•• advise the board on the appointment of

external auditors and rotation of the audit

partnereveryfiveyears,andontheir

remunerationforbothauditandnon-audit

work, and discuss the nature and scope

oftheirauditwork;

•• participate in the selection of a new

external audit partner and agree the

appointmentwhenrequired;

•• undertake a formal assessment of the

auditors’ independence each year which

includes:

 - areviewofnon-auditservicesprovided

totheGroupandrelatedfees;

 - discussionwiththeauditorsofawritten

report detailing all relationships with

the company and any other parties that

could affect independence or the

perceptionofindependence;

 - areviewoftheauditors’ownprocedures

for ensuring the independence of the

auditfirmandpartnersandstaffinvolved

in the audit, including the regular

rotationoftheauditpartner;and

 - obtainingwrittenconfirmationfromthe

auditors that, in their professional

judgement, they are independent.

Audit committee report

Thecommittee’stermsofreferencehavebeenapprovedbytheboardandfollow

publishedguidelines,whichareavailablefromthecompanysecretary.

Bisichi PLC

Governance

Auditcommitteereport

Meetings

The committee meets prior to the annual

audit with the external auditors to discuss the

audit plan and again prior to the publication

of the annual results. These meetings are

attended by the external audit partner,

executivechairman,directoroffinanceand

companysecretary.Priortobi-monthlyboard

meetings the members of the committee

meet on an informal basis to discuss any

relevant matters which may have arisen.

Additional formal meetings are held

as necessary.

During the past year the committee:

•• met with the external auditors, and

discussed their reports to the Audit

Committee;

•• approved the publication of annual

andhalf-yearfinancialresults;

•• considered and approved the annual

reviewofinternalcontrols;

•• decided that due to the size and nature

of operation there was not a current need

foraninternalauditfunction;

•• agreed the independence of the auditors

and approved their fees for services as

setoutinnote5tothefinancial

statements.

Financial reporting

As part of its role, the Audit Committee

assessedtheauditfindingsthatwere

consideredmostsignificanttothefinancial

statements, including those areas requiring

significantjudgmentand/orestimation.

Whenassessingtheidentifiedfinancial

reporting matters, the committee assessed

quantitative materiality primarily by reference

toprofitbeforetax.TheBoardalsogave

consideration to:

•• the carrying value of the Group’s total

assets, given that the Group operates

aprincipallyassetbasedbusiness;

•• the value of revenues generated by the

Group, given the importance of coal

productionandprocessing;

•• Adjusted EBITDA, given that it is a key

trading KPI, when determining

quantitativemateriality;and

•• Going concern, given the potential

impactofmacro-economicactivityon

the Group’s operations.

Thequalitativeaspectsofanyfinancial

reportingmattersidentifiedduringtheaudit

process were also considered when

assessing their materiality. Based on the

considerations set out above we have

considered quantitative errors individually

or in aggregate in excess of approximately

£750,000 to £850,000 to be material.

External Auditors

Kreston Reeves LLP have expressed their

willingnesstocontinueinofficeanda

resolution to reappoint them will be proposed

at the forthcoming Annual General Meeting.

In the United Kingdom the company is

provided with extensive administration and

accounting services by London & Associated

Properties PLC which has its own audit

committee and employs a separate team of

external auditors from Kreston Reeves LLP.

BDO South Africa Inc. acts as the external

auditor to the South African companies,

andtheworkofthatfirmwasreviewedby

Kreston Reeves LLP for the purpose of the

Group audit.

John Wong ACA, CFA

Chairman – audit committee

12 Little Portland Street

London W1W8BJ

28 April 2025

Bisichi PLC

Governance

In accordance with your instructions we have carried out a valuation of the freehold property interests held as at 31 December 2024 by

the company as detailed in our Valuation Report dated 31 January 2025.

Having regard to the foregoing, we are of the opinion that the open market value as at 31 December 2024 of the interests owned by the

company was £10,760,000 (2023: £10,610,000) being made up as follows:

2024

£’000

2023

£’000

Freehold

8,590

8,395

Leasehold

2,170

2,215

TOTAL 10,760

10,610

Leeds

31 January 2025

Carter Towler

Regulated by Royal Institute of Chartered Surveyors

Valuers’ certificates

TothedirectorsofBisichiPLC

Bisichi PLC

Governance

Company law requires the directors to

preparefinancialstatementsforeachfinancial

year. Under that law the directors are required

topreparetheGroupfinancialstatementsin

accordancewithUK-adoptedinternational

accounting standards in conformity with the

requirements of the Companies Act 2006.

The directors have elected to prepare the

companyfinancialstatementsinaccordance

with United Kingdom Generally Accepted

Accounting Practice (United Kingdom

Accounting Standards and applicable law).

Under company law the directors must not

approvethefinancialstatementsunless

theyaresatisfiedthattheygiveatrueand

fair view of the state of affairs of the Group

andcompanyandoftheprofitorlossfor

the Group for that period.

Inpreparingthesefinancialstatements,

the directors are required to:

•• select suitable accounting policies and

thenapplythemconsistently;

•• make judgements and accounting

estimates that are reasonable and

prudent;

•• statewithregardtotheGroupfinancial

statements whether they have been

preparedinaccordancewithUK-adopted

international accounting standards in

conformity with the requirements of the

Companies Act 2006 subject to any

material departures disclosed and

explainedinthefinancialstatements;

•• state with regard to the parent company

financialstatements,whetherapplicable

UK accounting standards have been

followed, subject to any material departures

disclosedandexplainedinthefinancial

statements;

•• preparethefinancialstatementson

the going concern basis unless it is

inappropriate to presume that the company

and the Group will continue in business

and;

•• prepare a director’s report, a strategic

report and director’s remuneration report

which comply with the requirements of

the Companies Act 2006.

The directors are responsible for keeping

adequate accounting records that are

sufficienttoshowandexplainthecompany’s

transactions and disclose with reasonable

accuracyatanytimethefinancialposition

of the company and enable them to ensure

thatthefinancialstatementscomplywiththe

Companies Act 2006 and, as regards the

Groupfinancialstatements,international

accounting standards. They are also

responsible for safeguarding the assets of

the company and hence for taking reasonable

steps for the prevention and detection of

fraud and other irregularities. The Directors

are responsible for ensuring that the annual

report and accounts, taken as a whole, are

fair, balanced, and understandable and

provides the information necessary for

shareholders to assess the Group’s

performance, business model and strategy.

Website publication

The directors are responsible for ensuring the

annualreportandthefinancialstatements

are made available on a website. Financial

statements are published on the company’s

website in accordance with legislation in the

United Kingdom governing the preparation

anddisseminationoffinancialstatements,

which may vary from legislation in other

jurisdictions. The maintenance and integrity

of the company’s website is the responsibility

of the directors. The directors’ responsibility

also extends to the ongoing integrity of the

financialstatementscontainedtherein.

Directors’ responsibilities

pursuant to DTR4

Thedirectorsconfirmtothebestoftheir

knowledge:

•• theGroupfinancialstatementshavebeen

preparedinaccordancewithUK-adopted

international accounting standards in

conformity with the requirements of the

Companies Act 2006 and give a true and

fairviewoftheassets,liabilities,financial

positionandprofitandlossoftheGroup.

•• the annual report includes a fair review of

the development and performance of the

businessandthefinancialpositionofthe

Group and the parent company, together

with a description of the principal risks

and uncertainties that they face.

Directors’ responsibilities statement

Thedirectorsareresponsibleforpreparingtheannualreportandthefinancialstatementsin

accordancewithapplicablelawandregulations.

Bisichi PLC

Governance

Independent auditor’s report to the shareholders of

Bisichi Plc for the year ended 31 December 2024

Opinion

Wehaveauditedthefinancialstatementsof

Bisichi PLC (the ‘Parent Company’) and its

subsidiaries (the “Group”), for the year ended

31 December 2024 which comprise the

consolidated income statement, consolidated

statement of other comprehensive income,

consolidated and company balance sheets,

consolidated and company statements of

changesinequity,consolidatedcashflow

statementandnotestothefinancial

statements,andnotestothefinancial

statements, including a summary of

significantaccountingpolicies.

In our opinion:

•• the financial statements of Bisichi PLC

give a true and fair view of the state of

the Group’s and of the Parent Company’s

affairs as at 31 December 2024 and of

the Group’s profit for the year then ended

and of the Group’s cashflows position as

at 31 December 2024;

•• the Group financial statements have been

properly prepared in accordance with

UK-adopted international financial

accounting standards; and

•• the Parent Company financial statements

have been properly prepared in

accordance with United Kingdom

Generally Accepted Accounting Practice;

and

•• the Group and Parent Company financial

statements have been prepared in

accordance with the requirements of the

Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with

International Standards on Auditing (UK)

(ISAs (UK)) and applicable law. Our

responsibilities under those standards are

further described in the Auditor’s

responsibilitiesfortheauditofthefinancial

statements section of our report. We are

independent of the Group in accordance

with the ethical requirements that are relevant

toourauditofthefinancialstatementsin

the UK, including the Financial Reporting

Council’s Ethical Standard as applied to

listedentities,andwehavefulfilledourother

ethical responsibilities in accordance with

these requirements. We believe that the audit

evidencewehaveobtainedissufficientand

appropriate to provide a basis for

our opinion.

An overview of the scope of our

audit

As part of designing our audit, we

determined materiality and assessed the

risksofmaterialmisstatementinthefinancial

statements. In particular, we looked at where

the directors made subjective judgements,

forexampleinrespectofsignificant

accounting estimates that involved making

assumptions and considering future events

that are inherently uncertain. We also

addressed the risk of management override

of internal controls, including evaluating

whether there was evidence of bias by the

directors that represented a risk of material

misstatement due to fraud.

We tailored the scope of our audit to ensure

thatweperformedsufficientworktobeable

togiveanopiniononthefinancialstatements

as a whole, taking into account the structure

of the Group and the Parent Company, the

accounting processes and controls, and

the industry in which they operate. We have

determined the components of the group

basedonacombinationoffinancefunction

and business function of each component.

Independent auditor report to the shareholders of Bisichi Plc

Bisichi PLC

Governance

Independentauditor’sreporttotheshareholdersofBisichiPlcfortheyearended31December2024

OurscopingconsiderationsfortheGroupauditwerebasedbothonfinancialinformationandrisk.Intotalwehaveidentified3distinct

componentswithinthegroupfinancialstatements:

Component name: Audit strategy

Consolidation level component

Kreston Reeves have undertaken a full statutory audit of the

Parent Company accounts and the consolidation accounting.

Kreston Reeves have also audited balances and transactions

within other entities (not captured in the below components)

wherethesearematerialtothegroupfinancialstatements.

Investment properties component

Kreston Reeves have undertaken a full statutory audit of the

entities in the group that make up the investment properties

component.

South Africa mining component

B.D.O. South Africa have undertaken full statutory audits, under

the close supervision of Kreston Reeves, of the mining operating

subsidiaries.

Involvement of a component auditor

We have involved B.D.O. South Africa in the conduct of the Group audit for the year ended 31 December 2024. The component auditor

undertookspecificauditprocedureswithrespecttothefinancialinformationofthecomponentlistedinthetableabove.Thisworkwas

undertaken in full compliance with the requirements of ISA 600 (Revised).

Bisichi PLC

Governance

Independentauditor’sreporttotheshareholdersofBisichiPlcfortheyearended31December2024

Our application of materiality

Weapplytheconceptofmaterialityinplanningandperformingtheaudit,inevaluatingtheeffectofidentifiedmisstatementsontheaudit

and in forming our audit opinion. Based on our professional judgement, we determined materiality and performance materiality for the

financialstatementsoftheGroupandoftheParentCompanyasfollows:

Group financial statements Parent company financial statements

Materiality

£1,083,900 (2023: £1,005,000) £760,000 (2023: £816,700)

Basis for determining

materiality

3% of net assets 3% of net assets

Rationale for benchmark

applied

The group’s principal activity is that of an exploration

and mining operation and investment property

holdings. To this end the business is highly asset

focused. Therefore a benchmark for materiality based

on the net assets of the group is considered to be

appropriate. This benchmark has been selected after

taking into account the key performance indicators

usedbystakeholdersofthesefinancialstatements.

The company’s principal activity is that of a

holding company for the group and as such

has no direct trade. It does hold investments

in subsidiaries. Therefore a benchmark for

materiality based on the net assets of the

company is considered to be appropriate. This

benchmark has been selected after taking into

account the key performance indicators used by

stakeholdersofthesefinancialstatements.

Performance materiality

£690,000 (2023: £703,500) £488,600 (2023: £571,600)

Basis for determining

performance materiality

70% of materiality – capped at ISA 600 performance

materiality applied from London & Associated

Properties PLC audit

70% of company materiality – capped at ISA 600

performance materiality applied

Reporting threshold

£55,180 (2023: 50,200) £34,900 (2023: £40,800)

Basis for determining

reporting threshold

5% of materiality 5% of materiality – capped due to ISA 600

performance materiality applied

We reported all audit differences found in excess of our reporting threshold to the audit committee.

For each Group component within the scope of our Group audit, we determined component performance materiality that is less than our

overall Group performance materiality. The component performance materiality determined for Group components was between

£523,500 and £488,600.

Bisichi PLC

Governance

Independentauditor’sreporttotheshareholdersofBisichiPlcfortheyearended31December2024

Key audit matters

Keyauditmattersarethosemattersthat,inourprofessionaljudgment,wereofmostsignificanceinourauditofthefinancialstatements

ofthecurrentperiodandincludethemostsignificantassessedrisksofmaterialmisstatement(whetherornotduetofraud)weidentified,

includingthosewhichhadthegreatesteffecton:theoverallauditstrategy,theallocationofresourcesintheaudit;anddirectingthe

efforts of the engagement team.

Thesematterswereaddressedinthecontextofourauditofthefinancialstatementsasawhole,andinformingouropinionthereon,and

wedonotprovideaseparateopiniononthesematters.Thisisnotacompletelistofallrisksidentifiedbyouraudit.

Revenue recognition: £52,289,000 (2023: £49,253,000)

Significance and nature of the key audit

matter

Revenue is a key performance indicator

forusersinassessingthegroup’sfinancial

statements. Revenue generated has a

significantimpactoncashinflowsandprofit

before tax for the group. As such revenue

isakeydeterminantinprofitabilityandthe

group’s ability to generate cash.

Revenue comprises two key revenue

streams: the sale of coal and property

rental income.

Coal revenue is recognised when the

customer has a legally binding obligation

to settle under the terms of the contract.

Rental income is recognised in the Group

incomestatementonastraight-linebasis

over the term of the lease.

How our audit addressed the key audit matter

Sales of coal and coal processing services in the period were tested from the trigger

pointofthesaletothepointofrecognitioninthefinancialstatements,corroborating

this to contract sales or service terms and the recognition stages detailed in IFRS 15.

Rental income revenue was recalculated based on the terms included in signed lease

agreements. With samples elected from the tenancy schedules, tracing entries into the

financialstatements.Therevenuerecognitionstagesdetailedwithinthestandardwere

carefully considered to ensure revenue recognised was in line with these.

Revenue streams were further analytically reviewed via comparison to our expectations.

Expectationswerebasedonacombinationofpriorfinancialdata/budgetsandour

own assessments based on our knowledge gained of the business.

Cut-offofrevenuewasreviewedbyanalysingsalesrecordedduringtheperiodjust

beforeandafterthefinancialyearendanddeterminingiftherecognitionapplied

was appropriate.

Walkthrough testing was performed to ensure that key systems and controls in place

around the revenue cycle operated as designed.

Theaccuracyofrevenuedisclosuresintheaccountswereconfirmedtobeconsistent

with the revenue cycle observed and audited. The completeness of these disclosures

wasconfirmedbyreferencetothefulldisclosurerequirementsasdetailedinIFRS15.

Key observations

Wehavenoconcernsoverthematerialaccuracyofrevenuerecognisedinthefinancialstatements.

Bisichi PLC

Governance

Independentauditor’sreporttotheshareholdersofBisichiPlcfortheyearended31December2024

Valuation/impairment of investment properties: £10,966,0000 (2023: £10,818,000)

Significance and nature of the key audit matter

Investment properties comprise freehold

and long leasehold land and buildings.

Investment properties are carried at fair

value in accordance with IAS 40.

Investment properties are revalued annually

by professional external surveyors and

included in the balance sheet at their fair

value. Gains or losses arising from changes in

the fair values of assets are recognised in the

consolidated income statement in the period to

which they relate. In accordance with IAS 40,

investment properties are not depreciated.

The fair value of the head leases is the net

present value of the current head rent payable on

leasehold properties until the expiry of the lease.

How our audit addressed the key audit matter

AppropriateclassificationofinvestmentpropertiesunderIAS40wasconsidered,

especially in relation to long leasehold land and buildings.

External valuation reports were obtained and vouched to stated fair values. The

competence and independence of the valuation experts was carefully considered

to ensure that the reports they produce can be relied upon.

The key assumptions made within these reports were reviewed and considered for

reasonableness, including rental yield analysis. We have further performed our own

separateimpairmentconsiderationstoconsiderifevents/factorsinplaceatyearend

present material impairment indicators.

We have further considered to threat of climate change with respect to the potential

impact on property values.

An auditors’ expert was appointed to review the work of management’s valuation

expert and provide their conclusion over the appropriateness of the models, inputs

and assumptions applied.

Key observations

Wehavenoconcernsoverthematerialaccuracyofinvestmentpropertyvaluesrecognisedinthefinancialstatements.

Valuation/impairment of mining reserves and development: £22,771,000 (2023: £18,896,000)

Significance and nature of the key audit matter

The purpose of mine development is to

establish secure working conditions and

infrastructuretoallowthesafeandefficient

extraction of recoverable reserves.

Depreciation on mine development costs is

not charged until production commences or

the assets are put to use. On commencement

of full commercial production, depreciation is

charged over the life of the associated mine

reserves extractable using the asset on a unit

of production basis.

The unit of production calculation is based

on tonnes mined as a ratio to proven and

probable reserves and also includes future

forecast capital expenditure. The cost

recognised includes the recognition of any

decommissioning assets related to mine

development.

How our audit addressed the key audit matter

The accounting requirements of IFRS 6 and IAS 16 were considered to ensure

capitalisation of costs to mine development under IAS 16 was appropriate.

In considering impairment indicators, as governed by IAS 36, the life of mine

assessmentwasobtained.Allsignificantinputvariableswereconsideredandstress-

tested to assess headroom between modelling and the value of mine development.

Consideration was given to the competence and independence of the technical

expert involved with the production of historic technical reports on which the life of

mine assessment is partially built.

Depreciation of mine development was recalculated based on the unit of production

basis to ensure accurately recorded. This basis was also considered for reasonableness

by reference to the accounting policies of industry peers. Additional consideration was

given to the remaining expected life of coal mining more generally.

We have further considered to threat of climate change with respect to the potential

life of the mining operation to ensure that this will not be less than the current legal

remaining lifespan of 5 years.

The accuracy and appropriateness of mine development disclosures in the accounts

wereconfirmedtobeconsistentwiththeminedevelopmentaccountingcycle

observed and audited.

Key observations

Wehavenoconcernsoverthematerialaccuracyofminingreservesanddevelopmentvaluesrecognisedinthefinancialstatements.

Bisichi PLC

Governance

Independentauditor’sreporttotheshareholdersofBisichiPlcfortheyearended31December2024

Conclusions relating to going

concern

Inauditingthefinancialstatements,we

have concluded that the Directors’ use of

the going concern basis of accounting in

thepreparationofthefinancialstatements

is appropriate.

Our evaluation of the directors assessment

of the Group and Parent companies ability

to continue to adopt the going concern

basis of accounting including the following:

•• We gained an understanding of the systems

and controls around managements’ going

concern assessment, including for the

preparation and review process for

forecasts and budgets.

•• Evidence obtained that management

have undertaken a formal going concern

assessment, including sensitivity analysis

oncashflowforecasts,clearconsideration

ofsignificantexternalfactorsandthe

potential liquidity impact such factors on

cash balances including available

facilities.

•• Analysedthefinancialstrengthofthe

business at the year end date and

considered key trends in balance sheet

strength and business performance over

the last three years.

•• Confirmationsgainedthatoperationof

the business, including mine production

and sale at Black Wattle Colliery have not

been disrupted in the period by any

external or internal factors.

•• Testing the mechanical integrity of forecast

model by checking the accuracy and

completeness of the model, including

challenging the appropriateness of

estimates and assumptions with reference

to empirical data and external evidence.

•• Based on our above assessment we

performed our own sensitivity analysis

in respect of the key assumptions

underpinning the forecasts.

•• Weperformedstress-testinganalysis

on the core cash generating units of the

businesstoconfirmcashinflowlevels

needed to maintain minimal liquidity

required to meet liabilities as they

fall due.

•• We considered post year end performance

of the business, comparing this to budget

as well as considering the development

of key liquidity ratios in the business.

•• The group’s banking facility documentation

was reviewed to ensure that any covenants

in place have not been breached.

•• We reviewed the adequacy and

completeness of the disclosure included

withinthefinancialstatementsinrespect

of going concern.

•• Weconsideredclimatechange-related

risks facing the business from a physical

and transitional risk perspective, this

included careful consideration of the

estimated remaining life of coal mining

as a viable commercial endeavour.

Based on the work we have performed,

wehavenotidentifiedanymaterial

uncertainties relating to events or conditions

that, individually or collectively, may cast

significantdoubtontheGroup’sorthe

Parent Company’s ability to continue as

a going concern for a period of at least

twelvemonthsfromwhenthefinancial

statements are authorised for issue.

Our responsibilities and the responsibilities

of the Directors with respect to going

concern are described in the relevant

sections of this report.

Our consideration of climate

change related risks

ThefinancialimpactsontheGroupof

climate change and the transition to a

low-carboneconomy(climatechange)

were considered in our audit where they

have the potential to directly or indirectly

impact key judgements and estimates

withinthefinancialstatements.

The Group continues to develop its

assessment of the potential impacts of

climate change. Climate risks have the

potential to materially impact the key

judgementsandestimateswithinthefinancial

report. Our audit considered those risks

that could be material to the key judgements

and estimates in the assessment of the

carryingvalueofnon-currentassetsand

closure and rehabilitation provisions.

The key judgements and estimates included

inthefinancialstatementsincorporateactions

and strategies, to the extent they have been

approved and can be reliably estimated in

accordance with the Group’s accounting

policies. Accordingly, our key audit matters

address how we have assessed the Group’s

climate-relatedassumptionstotheextent

they impact each key audit matter.

Bisichi PLC

Governance

Independentauditor’sreporttotheshareholdersofBisichiPlcfortheyearended31December2024

Other information

The other information comprises the

information included in the Annual Report

otherthanthefinancialstatementsandour

Auditor’s report thereon. The Directors are

responsible for the other information. Our

opiniononthefinancialstatementsdoes

not cover the other information and, except

to the extent otherwise explicitly stated in our

report, we do not express any form of

assurance conclusion thereon. Our

responsibility is to read the other

information and, in doing so, consider

whether the other information is materially

inconsistentwiththefinancialstatementsor

our knowledge obtained in the course of the

audit, or otherwise appears to be materially

misstated. If we identify such material

inconsistencies or apparent material

misstatements, we are required to determine

whether this gives rise to a material

misstatementinthefinancialstatements

themselves. If, based on the work we have

performed, we conclude that there is a

material misstatement of this other information,

we are required to report that fact.

We have nothing to report in this regard.

Our opinion on the Remuneration

Report

Kreston Reeves has audited the

Remuneration report set out on pages 41

to50oftheAnnualReportforthefinancial

year. The Directors of the Company are

responsible for the preparation and

presentation of the Remuneration report in

accordance with the Companies Act 2006.

Kreston Reeves’ responsibility is to express

an opinion on the Remuneration report, based

on our audit conducted in accordance with

International Accounting Standards. In

Kreston Reeves’ opinion, the Remuneration

report of the Group for the period complies

with the requirements of the Companies

Act 2006.

Opinions on other matters prescribed by

the Companies Act 2006

In our opinion, based on the work

undertaken in the course of the audit:

•• the information given in the strategic

report and the directors’ report for the

financialyearforwhichthefinancial

statements are prepared is consistent

withthefinancialstatements;and

•• the strategic report and the directors’

report have been prepared in accordance

with applicable legal requirements.

Matters on which we are required

to report by exception

In the light of our knowledge and

understanding of the Group and Parent

Company and its environment obtained in

thecourseoftheaudit,wehavenotidentified

material misstatements in the strategic report

or the directors’ report.

We have nothing to report in respect of the

following matters in relation to which the

Companies Act 2006 requires us to report

to you if, in our opinion:

•• adequate accounting records have not

been kept by the parent company, or

returns adequate for our audit have not

been received from branches not visited

byus;or

•• theparentcompanyfinancialstatements

are not in agreement with the accounting

recordsandreturns;or

•• certain disclosures of directors’

remunerationspecifiedbylawarenot

made;or

•• we have not received all the information

and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the directors’

responsibilities statement (set out on page

54), the directors are responsible for the

preparationofthefinancialstatementsand

forbeingsatisfiedthattheygiveatrueand

fair view, and for such internal control as

the directors determine is necessary to

enablethepreparationoffinancial

statements that are free from material

misstatement, whether due to fraud or error.

Inpreparingthefinancialstatements,the

directors are responsible for assessing the

Group’s and Parent

Company’s ability to continue as a going

concern, disclosing, as applicable, matters

related to going concern and using the going

concern basis of accounting unless the

directors either intend to liquidate the Group

or parent company or to cease operations,

or have no realistic alternative but to do so.

Auditor’s responsibilities for the

audit of the financial statements

Our objectives are to obtain reasonable

assuranceaboutwhetherthefinancial

statements as a whole are free from

material misstatement, whether due to fraud

or error, and to issue an auditor’s report

that includes our opinion. Reasonable

assurance is a high level of assurance but

is not a guarantee that an audit conducted

in accordance with ISAs (UK) will always

detect a material misstatement when it

exists. Misstatements can arise from fraud

or error and are considered material if,

individually or in the aggregate, they could

reasonablybeexpectedtoinfluencethe

economic decisions of users taken on the

basisofthesefinancialstatements.

Bisichi PLC

Governance

Independentauditor’sreporttotheshareholdersofBisichiPlcfortheyearended31December2024

Irregularities, including fraud, are instances

ofnon-compliancewithlawsandregulations.

We design procedures in line with our

responsibilities, outlined above, to detect

material misstatements in respect of

irregularities, including fraud. The extent

to which our procedures are capable of

detecting irregularities, including fraud,

is detailed below.

Capability of the audit in detecting

irregularities, including fraud

Based on our understanding of the group

and industry, and through discussion with

the directors and other management (as

requiredbyauditingstandards),weidentified

thattheprincipalrisksofnon-compliance

with laws and regulations with respect to

acting as landlords in the UK and the

operation of a coal mine in South Africa.

As well as related to health and safety,

anti-briberyandemploymentlaw.We

consideredtheextenttowhichnon-

compliance might have a material effect on

thefinancialstatements.Wealso

considered those laws and regulations that

have a direct impact on the preparation of

thefinancialstatementssuchasthe

Companies Act 2006. We communicated

identifiedlawsandregulationsthroughout

our team and remained alert to any

indicationsofnon-compliancethroughout

the audit. We evaluated management’s

incentives and opportunities for fraudulent

manipulationofthefinancialstatements

(including the risk of override of controls),

and determined that the principal risks

were related to: posting inappropriate

journal entries to increase revenue or reduce

expenditure, management bias in accounting

estimates and judgemental areas of the

financialstatementssuchasthevaluation

of investment properties. Audit procedures

performed by the group engagement team

and component auditors included:

•• We obtained an understanding of the

legal and regulatory frameworks that are

applicable to the Group and determined

thatthemostsignificantarethosethat

relate to the reporting framework and the

relevant tax compliance regulations in the

jurisdictions in which Bisichi PLC operates.

In addition, we concluded that there are

certainsignificantlawsandregulationsthat

may have an effect on the determination

of the amounts and disclosures in the

financialstatements,mainlyrelatingto

health and safety, employee matters,

bribery and corruption practices,

environmental and certain aspects of

company legislation recognising the

regulated nature of the Group’s mining

activities and its legal form.

•• Detailed discussions were held with

management to identify any known or

suspectedinstancesofnon-compliance

with laws and regulations.

•• Identifying and assessing the design

effectiveness of controls that management

has in place to prevent and detect fraud.

•• With the assistance of an external auditor’s

expert challenging assumptions and

judgements made by management in its

significantaccountingestimates,including

assessing the capabilities of the property

valuers and discussing with the valuers

how their valuations were calculated and

the data and assumptions they have

used to calculate these.

•• Performing analytical procedures to

identify any unusual or unexpected

relationships, including related party

transactions, that may indicate risks of

material misstatement due to fraud.

•• Confirmationofrelatedpartieswith

management, and review of transactions

throughout the period to identify any

previously undisclosed transactions with

related parties outside the normal course

of business.

•• Reading minutes of meetings of those

charged with governance, reviewing

internal audit reports and reviewing

correspondence with relevant tax and

regulatory authorities.

•• Performing integrity testing to verify the

legitimacy of banking records obtained

from management.

•• Reviewofsignificantandunusual

transactions and evaluation of the

underlyingfinancialrationalesupporting

the transactions.

•• Identifying and testing journal entries,

in particular any manual entries made at

theyearendforfinancialstatement

preparation.

•• We ensured our global audit team

(including Kreston Reeves and BDO)

has deep industry experience through

working for many years on relevant

audits, including experience of mining

and investment property management.

Our audit planning included considering

external market factors, for example

geopolitical risk, the potential impact of

climate change, commodity price risk

and major trends in the industry.

Because of the inherent limitations of an

audit, there is a risk that we will not detect

all irregularities, including those leading to

amaterialmisstatementinthefinancial

statementsornon-compliancewith

regulation. This risk increases the more that

compliance with a law or regulation is

removed from the events and transactions

reflectedinthefinancialstatements,aswe

will be less likely to become aware of

instancesofnon-compliance.

Bisichi PLC

Governance

Independentauditor’sreporttotheshareholdersofBisichiPlcfortheyearended31December2024

As part of an audit in accordance with ISAs

(UK), we exercise professional judgment

and maintain professional scepticism

throughout the audit. We also:

•• Identify and assess the risks of material

misstatementofthefinancialstatements,

whether due to fraud or error, design and

perform audit procedures responsive to

those risks, and obtain audit evidence

thatissufficientandappropriateto

provide a basis for our opinion. The risk

of not detecting a material misstatement

resulting from fraud is higher than for one

resulting from error, as fraud may involve

collusion, forgery, intentional omissions,

misrepresentations, or the override of

internal control.

•• Obtain an understanding of internal

control relevant to the audit in order to

design audit procedures that are

appropriate in the circumstances, but not

for the purpose of expressing an opinion

on the effectiveness of the Group’s

internal control.

•• Evaluate the appropriateness of accounting

policies used and the reasonableness of

accounting estimates and related

disclosures made by the directors.

•• Conclude on the appropriateness of the

directors’ use of the going concern basis

of accounting and, based on the audit

evidence obtained, whether a material

uncertainty exists related to events or

conditionsthatmaycastsignificantdoubt

on the Group’s or the parent company’s

ability to continue as a going concern. If

we conclude that a material uncertainty

exists, we are required to draw attention in

our auditor’s report to the related

disclosuresinthefinancialstatementsor,

if such disclosures are inadequate, to

modify our opinion. Our conclusions are

based on the audit evidence obtained up

to the date of our auditor’s report.

However, future events or conditions may

cause the Group or the parent company

to cease to continue as a going concern.

•• Evaluate the overall presentation, structure

andcontentofthefinancialstatements,

including the disclosures, and whether the

financialstatementsrepresentthe

underlying transactions and events in a

manner that achieves fair presentation.

•• Obtainsufficientappropriateaudit

evidenceregardingthefinancial

information of the entities or business

activities within the Group to express an

opinionontheconsolidatedfinancial

statements. We are responsible for the

direction, supervision and performance

of the Group audit. We remain solely

responsible for our audit opinion.

We communicate with those charged with

governance regarding, among other matters,

the planned scope and timing of the audit and

significantauditfindings,includingany

significantdeficienciesininternalcontrolthat

we identify during our audit.

We provide those charged with governance

with a statement that we have complied

with relevant ethical requirements regarding

independence and communicate with them

all relationships and other matters that may

reasonably be thought to bear our

independence, and where applicable,

related safeguards.

From the matters communicated with those

charged with governance, we determine

thosemattersthatwereofmostsignificance

intheauditofthefinancialstatementsof

the current period and are therefore the key

audit matters. We describe these matters in

our auditor’s report unless law or regulation

precludes public disclosure about the

matter or when, in extremely rare

circumstances, we determine that a matter

should not be communicated in our report

because the adverse consequences of

doing so would reasonably be expected to

outweighthepublicinterestbenefitsof

such communication.

Other matters which we are

required to address

We were reappointed by the Audit

Committeeintheperiodtoauditthefinancial

statements. Our total uninterrupted period of

engagement is 4 periods, covering the

financialyearended31December2024.

Thenon-auditservicesprohibitedbythe

Financial Reporting Council’s Ethical

Standard were not provided to the Group or

the Parent Company and we remain

independent of the Group and the Parent

Company in conducting our audit.

Our audit opinion is consistent with the

additional report to the Audit Committee.

Use of our Report

This report is made solely to the company’s

members, as a body, in accordance with

Chapter 3 of Part 16 of the Companies Act

2006. Our audit work has been undertaken

so that we might state to the company’s

members those matters we are required to

state to them in an auditor report and for no

other purpose. To the fullest extent

permitted by law, we do not accept or

assume responsibility to anyone other than

the company and the company’s members

as a body, for our audit work, for this report,

or for the opinions we have formed.

Anne Dwyer BSc(Hons) FCA (Senior

Statutory Auditor)

For and on behalf of

Kreston Reeves LLP

Chartered Accountants

Statutory Auditor, London

Date: 28 April 2025

Financialstatements

65 Consolidatedincomestatement

66 Consolidatedstatementofothercomprehensiveincome

67 Consolidatedbalancesheet

69 Consolidatedstatementofchangesinshareholders’equity

70 Consolidatedcashflowstatement

71 Groupaccountingpolicies

81 Notestothefinancialstatements

109 Companybalancesheet

110 Companystatementofchangesinequity

111 Notestothefinancialstatements

Financial statements

Financialstatements

Bisichi PLC

Financialstatements

			2024			2023
			Revaluations			Revaluations
		2024	and	2024	2023	and	2023
		Trading	impairment	Total	Trading	impairment	Total
	Notes	£’000	£’000	£’000	£’000	£’000	£’000
Group revenue	1,2	52,289	-	52,289	49,253	-	49,253
Operating costs	3	(41,439)	-	(41,439)	(46,606)	-	(46,606)
Operatingprofitbeforedepreciation,fairvalue		10,850	-	10,850	2,647	-	2,647
adjustments and exchange movements
Depreciation	1 & 3	(4,044)	-	(4,044)	(1,493)	-	(1,493)
Operatingprofitbeforefairvalueadjustmentsand	1	6,806	-	6,806	1,154	-	1,154
exchange movements
Exchange losses	1	(24)	-	(24)	(158)	-	(158)
Increase in value of investment properties	1,4,11	-	150	150	-	145	145
Gain on investments held at fair value	1,13,18	-	68	68	-	759	759
Operating profit	1	6,782	218	7,000	996	904	1,900
Shareofloss/(profit)injointventures	13	(28)	(598)	(626)	(31)	(8)	(39)
Profit before interest and taxation		6,754	(380)	6,374	965	896	1,861
Interest receivable		110	-	11 0	222	-	222
Interest payable	7	(1,464)	-	(1,464)	(1,473)	-	(1,473)
Profit/(Loss) before tax	5	5,400	(380)	5,020	(286)	896	610
Taxation	8	(1,663)	48	(1,615)	(47)	(253)	(300)
Profit/(Loss) for the year		3,737	(332)	3,405	(333)	643	310
Attributable to:
Equity holders of the company		1,449	(332)	1,1 17	(384)	643	259
Non-controllinginterest	27	2,288	-	2,288	51	-	51
Profit/(Loss) for the year		3,737	(332)	3,405	(333)	643	310
Profitpershare–basic	10			10.46p			2.43p
Profitpershare–diluted	10			10.46p			2.43p

Tradinggainsandlossesreflectallthetradingactivityonminingandpropertyoperationsandrealisedgains.Revaluationsand

impairmentgainsandlossesreflectstherevaluationofinvestmentpropertiesandotherassetswithintheGroupandanyproportionof

unrealised gains and losses within Joint Ventures. The total column represents the consolidated income statement presented in

accordance with IAS 1.

Consolidated income statement

fortheyearended31December2024

Financial statements

Bisichi PLC

Financialstatements

	2024	2023
	£’000	£’000
Profit for the year	3,405	310
Other comprehensive income/(expense):
Items that may be subsequently recycled to the income statement:
Exchange differences on translation of foreign operations	(122)	(675)
Other comprehensive income for the year net of tax	(122)	(675)
Total comprehensive income for the year net of tax	3,283	(365)
Attributable to:
Equity shareholders	1,040	(210)
Non-controllinginterest	2,243	(155)
	3,283	(365)

Consolidated statement of other

comprehensive income

fortheyearended31December2024

Bisichi PLC

Financialstatements

		2024	2023
	Notes	£’000	£’000
Assets
Non-current assets
Investment properties	11	10,966	10,818
Mining reserves, plant and equipment	12	22,771	18,896
Investments in joint ventures accounted for using equity method	13	631	1,002
Otherinvestmentsatfairvaluethroughprofitandloss(“FVPL”)	13	14,339	14,258
Deferred tax asset	23	-	318
Total non-current assets		48,707	45,292
Current assets
Inventories	16	3,377	2,579
Trade and other receivables	17	7,794	7,934
Investments in listed securities held at FVPL	18	628	734
Cash and cash equivalents		1,175	3,242
Total current assets		12,974	14,489
Total assets		61,681	59,781
Liabilities
Current liabilities
Borrowings	20	(2,266)	(7,461)
Trade and other payables	19	(12,895)	(11,589)
Current tax liabilities		(3,801)	(5,191)
Total current liabilities		(18,962)	(24,241)
Non-current liabilities
Borrowings	20	(3,858)	(22)
Provision for rehabilitation	21	(1,590)	(1,614)
Lease liabilities	31	(328)	(310)
Deferred tax liabilities	23	(813)	-
Total non-current liabilities		(6,589)	(1,946)
Total liabilities		(25,551)	(26,187)
Net assets		36,130	33,594

Consolidated balance sheet

at31December2024

Bisichi PLC

Financialstatements

Consolidatedbalancesheet

		2024	2023
	Notes	£’000	£’000
Equity
Share capital	24	1,068	1,068
Share premium account		258	258
Translation reserve		(3,105)	(3,028)
Other reserves	25	1,1 12	1,112
Retained earnings		32,950	32,580
Total equity attributable to equity shareholders		32,283	31,990
Non-controllinginterest	27	3,847	1,604
Total equity		36,130	33,594

Thesefinancialstatementswereapprovedandauthorisedforissuebytheboardofdirectorson28April2025andsignedonitsbehalfby:

A R Heller

Director

G J Casey

Director

Company Registration No. 00112155

Bisichi PLC

Financialstatements

							Non-
	Share	Share	Translation	Other	Retained		controlling	Total
	capital	Premium	reserves	reserves	earnings	Total	interest	equity
	£’000	£’000	£’000	£’000	£’000	£’000	£’000	£’000
Balance at 1 January 2023	1,068	258	(2,559)	1,1 12	33,923	33,802	1,759	35,561
Profitfortheyear	-	-	-	-	259	259	51	310
Other comprehensive expense	-	-	(469)	-	-	(469)	(206)	(675)
Totalcomprehensive(expense)/income	-	-	(469)	-	259	(210)	(155)	(365)
for the year
Dividend (note 9)	-	-	-	-	(1,602)	(1,602)	-	(1,602)
Balance at 1 January 2024	1,068	258	(3,028)	1,1 12	32,580	31,990	1,604	33,594
Profitfortheyear	-	-	-	-	1,117	1,117	2,288	3,405
Other comprehensive expense	-	-	(77)	-	-	(77)	(45)	(122)
Totalcomprehensive(expense)/income	-	-	(77)	-	1,117	1,040	2,243	3,283
for the year
Dividend (note 9)	-	-	-	-	(747)	(747)	-	(747)
Balance at 31 December 2024	1,068	258	(3,105)	1,1 12	32,950	32,283	3,847	36,130

Consolidated statement of changes

in shareholders’ equity

fortheyearended31December2024

Bisichi PLC

Financialstatements

	Year ended	Year ended
	31 December	31 December
	2024	2023
	£’000	£’000
Cash flows from operating activities
Operatingprofit	7,000	1,900
Adjustments for:
Depreciation	4,044	1,493
Unrealised gain on investment properties	(150)	(145)
Gain on investments held at FVPL	(68)	(759)
Exchange adjustments	24	158
Cash flow before working capital	10,850	2,647
Change in inventories	(843)	2,046
Change in trade and other receivables	(192)	(2,026)
Change in trade and other payables	1,428	113
Cash generated from operations	1 1,243	2,780
Interest received	11 0	222
Interest paid	(1,444)	(1,361)
Income tax paid	(1,789)	137
Cash flow from operating activities	8,120	1,778
Cash flows from investing activities
Acquisition of reserves, property, motor vehicles, plant and equipment	(8,132)	(5,944)
Disposal/(Acquisition)ofotherinvestments	93	(757)
Cash flow from investing activities	(8,039)	(6,701)
Cash flows from financing activities
Borrowings drawn	3,845	99
Borrowings and lease liabilities repaid	(3,995)	(624)
Equity dividends paid	(747)	(2,349)
Cash flow from financing activities	(897)	(2,874)
Net decrease in cash and cash equivalents	(816)	(7,797)
Cash and cash equivalents at 1 January	(292)	7,365
Exchange adjustment	25	140
Cash and cash equivalents at 31 December	(1,083)	(292)
Cash and cash equivalents at 31 December comprise:
Cash and cash equivalents as presented in the balance sheet	1,175	3,242
Bank overdrafts (secured)	(2,258)	(3,534)
	(1,083)	(292)

Consolidated cash flow statement

fortheyearended31December2024

Bisichi PLC

Financialstatements

General information

Bisichi PLC (“the Company”) is a company

incorporated and domiciled in the UK. The

policies have been applied consistently to

all years presented, unless stated. The

Company carries on business as a mining

company and its principal activity is coal

mining and coal processing in South Africa.

In addition, the Company seeks to balance

the high risk of its mining operations with a

dependable cash flow from its UK property

investment operations and listed equity

related investment portfolios. The group’s

registered office and principal address can

be found on page 31.

Basis of accounting

The results for the year ended 31 December

2024 have been prepared in accordance with

UK-adopted international financial accounting

standards as issued by the International

Accounting Standards Board (“IASB”) and

in conformity with the requirements of the

Companies Act 2006 . In applying the Group’s

accounting policies and assessing areas of

judgment and estimation materiality is applied

as detailed on pages 51 and 52 of the Audit

Committee Report. Key judgements and

estimates are disclosed below on page 74.

The principal accounting policies are

described below.

The Group financial statements are

presented in £ sterling and all values are

rounded to the nearest thousand pounds

(£000) except when otherwise stated.

The functional currency for each entity in

the Group, and for joint arrangements and

associates, is the currency of the country

in which the entity has been incorporated.

Details of which country each entity has

been incorporated can be found in note 15

for subsidiaries and note 14 for joint

arrangements and associates.

The exchange rates used in the accounts

were as follows:

Basis of measurement

The consolidated financial statements have

been prepared on a historical cost basis,

except for the following items (refer to

individual accounting policies for details):

•• Financial instruments – fair value through

profit and loss

•• Investment property

Going concern

The Group has prepared cash flow forecasts

which demonstrate that the Group has

sufficient resources to meet its liabilities as

they fall due for at least the next 12 months

from date of signing.

In South Africa, a structured trade finance

facility with Absa Bank Limited for R85million

is held by Sisonke Coal Processing (Pty)

Limited, a 100% subsidiary of Black Wattle

Colliery (Pty) Limited. This facility comprises

of a R85million revolving facility to cover the

working capital requirements of the Group’s

South African operations. The facility is

renewable annually and is secured against

inventory, debtors and cash that are held in

the Group’s South African operations. The

Directors do not foresee any reason why

the facility will not continue to be renewed

at the next renewal date, in line with prior

periods and based on their banking

relationships.

Significant investments have been made in

2024 and 2023 in opening new mining areas

at Black Wattle Colliery (Pty) Ltd. In 2025 to

date, we have seen the improved production

levels continue. The directors expect that

coal market conditions for the Group’ will

remain at a stable and profitable level

through 2025. The directors therefore have

a reasonable expectation that the mine will

achieve positive levels of cash generation

for the Group in 2025. As a consequence,

the directors believe that the Group is well

placed to manage its South African

business risks successfully.

Group accounting policies

for the year ended 31 December 2024

	£1 Sterling: Rand		£1 Sterling: Dollar
	2024	2023	2024	2023
Year-end rate	23.6446	23.3014	1.2521	1.2732
Annual average	23.4159	22.9364	1.2780	1.2389

Bisichi PLC

Financialstatements

Groupaccountingpolicies

In the UK, forecasts demonstrate that the

Group has sufficient resources to meet its

liabilities as they fall due for at least the next

12 months, from the approval of the financial

statements, including those related to the

Group’s UK Loan facility outlined below.

In December 2024, the Group signed a

renewed 5 year term facility of £3.9m with

Julian Hodge Bank Limited at a LTV of 50%.

The loan is secured against the company’s

UK retail property portfolio. The amount

repayable on the loan at year end was

£3.9million. The overall interest cost of the

loan is 4.00% above the Bank of England

base rate. The debt package has a five

year term and is repayable at the end of the

term in December 2029. All covenants on

the previous loan and the new loan were

met during the year. The directors have a

reasonable expectation that the Group has

adequate financial resources at short

notice, including cash and listed equity

investments, to ensure the facility’s

covenants are met.

During the year, Dragon Retail Properties

Limited (“Dragon”), the Group’s 50% owned

joint venture, signed a new Santander UK

PLC bank loan of £0.74million secured

against its investment property, see note

14. The bank loan is secured by way of a

first charge on specific freehold property at

a value of £2.15million. The interest cost of

the loan is 3.5 per cent above the Bank of

England base rate. The loan term is three

years and expires in July 2027.

Beyond its banking facilities, the Group

maintained over £14.9million in readily

convertible listed securities and other

investments at year-end, ensuring strong

liquidity. Consequently, the Directors

anticipate maintaining sufficient cash

reserves for the next 12 months. They are

confident that the Group possesses adequate

resources to sustain operations for the

foreseeable future and effectively mitigate

business risks. Therefore, the going concern

basis of accounting remains appropriate for

these financial statements.

UK-adopted International Financial

Reporting Standards (adopted IFRS)

The Group has adopted all of the new and

revised Standards and Interpretations issued

by the International Accounting Standards

Board (“IASB”) that are relevant to its

operations and effective for accounting

periods beginning 1 January 2024. New

standards and interpretations that are relevant

to the Group are summarised below:

Standard	Overview	Impact
Amendments to IAS 1 -	Clarifies that the classification of liabilities as current or noncurrent should	No significant impact
Classification of Liabilities	be based on rights that exist at the end of the reporting period.
as Current or Non-current
Amendments to IAS 1 -	Clarifies that only those covenants with which an entity must comply on or	No significant impact
Non-current Liabilities with	before the end of the reporting period affect the classification of a liability as
Covenants	current or non-current.
Amendments to IFRS 16-	Specifies requirements relating to measuring the lease liability in a sale and	No significant impact
Lease Liability in a Sale	leaseback transaction after the date of the transaction.
and Leaseback
Amendments to IAS 7 and	Requires an entity to provide additional disclosures about its supplier finance	No significant impact
IFRS 7 - Supplier Finance	arrangements.
Arrangements 4 5

Bisichi PLC

Financialstatements

Groupaccountingpolicies

A number of new standards, amendments to standards and interpretations have been issued but are not yet effective for the Group.

The Group has not adopted any Standards or Interpretations in advance of the required implementation dates. New standards,

amendments and interpretations issued but not yet effective that are relevant to the Group are summarised below:

Standard	Overview		Potential Impact
Amendments to IAS 21 –	Effective date: 1 January 2025 (early adoption permitted). The amendments		No significant
Lack of Exchangeability	have been made to clarify:		impact expected
	••	when a currency is exchangeable into another currency; and
	••	how a company estimates a spot rate when a currency lacks
		exchangeability.
Amendment to IFRS 9 and	Effective date: 1 January 2026 (early adoption permitted). These amendments:		No significant
IFRS 7 – Classification	••	Clarify the requirements for the timing of recognition and derecognition of	impact expected
and Measurement of	some financial assets and liabilities, with a new exception for some financial
Financial Instruments	liabilities settled through an electronic cash transfer system;
	••	Clarify and add further guidance for assessing whether a financial asset
	meets the solely payments of principal and interest (SPPI)criterion;
	••	Add new disclosures for certain instruments with contractual terms that can
	change cash flows (such as some instruments with features linked to the
	achievement of environment, social and governance (ESG) targets); and
	••	Make updates to the disclosures for equity instruments designated at Fair
	Value through Other Comprehensive Income (FVOCI).
IFRS 18 Presentation and	Effective date: 1 January 2027 (early adoption permitted). This is the new		No significant
Disclosure in Financial	standard on presentation and disclosure in financial statements, with a focus		impact expected
Statements	on updates to the statement of profit or loss. The key new concepts
	introduced in IFRS 18 relate to:
	••	The structure of the statement of profit or loss;
	••	Required disclosures in the financial statements for certain profit or loss
	performance measures that are reported outside an entity’s financial
	statements (thatis,management-definedperformancemeasures);and
	••	Enhanced principles on aggregation and disaggregation which apply to the
	primary financial statements and notes in general.
IFRS 19 Subsidiaries	Effective date: 1 January 2027 (early adoption permitted). This new standard works
without Public	alongside other IFRS Accounting Standards. An eligible subsidiary applies the
Accountability: Disclosures	requirements in other IFRS Accounting Standards except for the disclosure
	requirements and instead applies the reduced disclosure requirements in
	IFRS 19. IFRS 19’s reduced disclosure requirements balance the information
	needs of the users of eligible subsidiaries’ financial statements with cost
	savings for preparers. IFRS 19 is a voluntary standard for eligible subsidiaries.
	A subsidiary is eligible if:
	••	it does not have public accountability; and
	••	it has an ultimate or intermediate parent that produces consolidated
		financial statements available for public use that comply with IFRS
		Accounting Standards.

No significant

impact expected

We are committed to improving disclosure and transparency and will continue to work with our different stakeholders to ensure they

understand the detail of these accounting changes. We continue to remain committed to a robust financial policy.

Bisichi PLC

Financialstatements

Groupaccountingpolicies

Key judgements and estimates

Areas where key estimates and judgements

are considered to have a significant effect

on the amounts recognised in the financial

statements include:

Life of mine and reserves

The directors consider their judgements and

estimates surrounding the life of the mine

and its reserves, as disclosed in note 12, to

have a significant effect on the amounts

recognised in the financial statements and

to be an area where the financial statements

are subject to significant estimation

uncertainty. The life of mine remaining is

currently estimated at 5 years. This life of

mine is based on the Group’s existing coal

reserves including reserves acquired but

subject to regulatory approval. The Group

continues to evaluate new opportunities to

extend the life of its existing mining and

processing operations in South Africa. The

life of mine excludes future coal purchases

and coal reserve acquisitions.

The Group’s estimates of proven and

probable reserves are prepared utilising the

South African code for the reporting of

exploration results, mineral resources and

mineral reserves (the SAMREC code) and are

subject to assessment by an independent

Competent Person experienced in the field

of coal geology and specifically opencast

and pillar coal extraction. Estimates of coal

reserves impact assessments of the carrying

value of property, plant and equipment,

depreciation calculations and rehabilitation

and decommissioning provisions. There are

numerous uncertainties inherent in estimating

coal reserves and changes to these

assumptions may result in restatement of

reserves. These assumptions include

geotechnical factors as well as economic

factors such as commodity prices, production

costs, coal demand outlook and yield.

Depreciation, amortisation of mineral

rights, mining development costs and

plant & equipment

The annual depreciation/amortisation charge

is dependent on estimates, including coal

reserves and the related life of mine, expected

development expenditure for probable

reserves, the allocation of certain assets

to relevant ore reserves and estimates of

residual values of the processing plant.

The charge can fluctuate when there are

significant changes in any of the factors or

assumptions used, such as estimating mineral

reserves which in turn affects the life of mine

or the expected life of reserves. Estimates

of proven and probable reserves are

prepared by an independent Competent

Person. Assessments of depreciation/

amortisation rates against the estimated

reserve base are performed regularly.

Details of the depreciation/amortisation

charge can be found in note 12.

Provision for mining rehabilitation

including restoration and de-

commissioning costs

A provision for future rehabilitation including

restoration and decommissioning costs

requires estimates and assumptions to be

made around the relevant regulatory

framework, the timing, extent and costs of

the rehabilitation activities and of the risk

free rates used to determine the present

value of the future cash outflows. The

provisions, including the estimates and

assumptions contained therein, are reviewed

regularly by management. The Group

annually engages an independent expert

to assess the cost of restoration and final

decommissioning as part of management’s

assessment of the provision. Details of the

provision for mining rehabilitation can be

found in note 21.

Impairment

Property, plant and equipment representing

the Group’s mining assets in South Africa

are reviewed for impairment when there are

indicators of impairment. The impairment

test is performed using the approved Life of

Mine plan and those future cash flow

estimates are discounted using asset specific

discount rates and are based on expectations

about future operations. The impairment

test requires estimates about production

and sales volumes, commodity prices,

proven and probable reserves (as assessed

by the Competent Person), operating costs

and capital expenditures necessary to extract

reserves in the approved Life of Mine plan.

Changes in such estimates could impact

recoverable values of these assets. Details

of the carrying value of property, plant and

equipment can be found in note 12.

The impairment test indicated significant

headroom as at 31 December 2024 and

therefore no impairment is considered

appropriate. The key assumptions include:

coal prices, including domestic coal prices

based on recent pricing and assessment of

market forecasts for export coal; production

based on proven and probable reserves

assessed by the independent Competent

Person and yields associated with mining

areas based on assessments by the

Competent Person and empirical data. An

8% reduction in average forecast coal prices

or a 5% reduction in yield would give rise to

a breakeven scenario. However, the directors

consider the forecasted yield levels and

pricing to be appropriate and supportable

best estimates.

Bisichi PLC

Financialstatements

Groupaccountingpolicies

Fair value measurements of

investment properties

An assessment of the fair value of investment

properties, is required to be performed. In

such instances, fair value measurements

are estimated based on the amounts for

which the assets and liabilities could be

exchanged between market participants.

To the extent possible, the assumptions

and inputs used take into account externally

verifiable inputs. However, such information

is by nature subject to uncertainty. The fair

value of investment property is set out in

note 11, whilst the carrying value of

investments in joint ventures which themselves

include investment property held at fair value

by the joint venture is set out at note 13.

Measurement of development property

The development property included within the

Group’s joint venture investment in West Ealing

Projects limited is considered by Management

to fall outside the scope of investment property.

A property intended for sale in the ordinary

course of business or in the process of

construction or development for such sale, for

example, property acquired exclusively with a

view to subsequent disposal in the near future

or for development and resale is expected to

be recorded under the accounting standard of

IAS 2 Inventories. The directors have discussed

the commercial approach with the directors

of the underlying joint venture and the current

plan is to sell or to complete the development

and sell. The Directors therefore consider the

key judgement of accounting treatment of the

property development under IAS 2

Inventories to be correct.

IAS 2 Inventories require the capitalised costs

to be held at the lower of cost or net realisable

value. At 31 December 2024, the costs

capitalised within the development based

on a director’s appraisal for the property

estimated the net realisable value at a

surplus over the cost for the development.

The directors have reviewed the underlying

inputs and key assumptions made in the

appraisal and consider them adequate.

However, such information is by nature

subject to uncertainty. The cost of the

development property is set out in note 14.

Basis of consolidation

The Group accounts incorporate the accounts

of Bisichi PLC and all of its subsidiary

undertakings, together with the Group’s

share of the results of its joint ventures.

Non-controlling interests in subsidiaries are

presented separately from the equity

attributable to equity owners of the parent

company. On acquisition of a non-wholly

owned subsidiary, the non-controlling

shareholders’ interests are initially measured

at the non-controlling interests’ proportionate

share of the fair value of the subsidiaries net

assets. Thereafter, the carrying amount of

non-controlling interests is the amount of

those interests at initial recognition plus the

non-controlling interests’ share of subsequent

changes in equity. For subsequent changes

in ownership in a subsidiary that do not result

in a loss of control, the consideration paid or

received is recognised entirely in equity.

The definition of control assumes the

simultaneous fulfilment of the following

three criteria:

•• The parent company holds decision-

making power over the relevant activities

of the investee,

•• The parent company has rights to

variable returns from the investee, and

•• The parent company can use its

decision-making power to affect the

variable returns.

Investees are analysed for their relevant

activities and variable returns, and the link

between the variable returns and the extent

to which their relevant activities could be

influenced in order to ensure the definition

is correctly applied.

Revenue

The Group’s revenue from contracts with

customers, as defined under IFRS 15,

includes coal revenue and service charge

income. Coal revenue is derived principally

from export revenue and domestic revenue.

Both export revenue and domestic revenue is

recognised when the customer has a legally

binding obligation to settle under the terms of

the contract when the performance obligations

have been satisfied, which is once control of

the goods has transferred to the buyer at the

delivery point. For export revenue this is generally

recognised when the product is delivered to

the export terminal location specified in the

customer contract, at which point control of the

goods have been transferred to the customer.

For domestic coal revenues this is generally

recognised on collection by the customer from

the mine or from the mine’s rail siding when

loaded into transport, where the customer

pays the transportation costs. Fulfilment costs

to satisfy the performance obligations of coal

revenues such as transport and loading costs

borne by the Group from the mine to the

delivery point are recoded in operating costs.

Coal revenue is measured based on

consideration specified in the contract with

a customer on a per metric tonne basis. Both

export and domestic contracts are typically

on a specified coal volume basis and less

than a year in duration. Export contracts are

typically linked to the price of Free on Board

(FOB) Coal from Richards Bay Coal Terminal

(API4 price). Domestic contracts are typically

linked to a contractual price agreed.

Bisichi PLC

Financialstatements

Groupaccountingpolicies

Service charges recoverable from tenants

are recognised over time as the service is

rendered.

Lease property rental income, as defined

under IFRS 16, is recognised in the Group

income statement on a straight-line basis

over the term of the lease. This includes the

effect of lease incentives.

Expenditure

Expenditure is recognised in respect of goods

and services received. Where coal is

purchased from third parties at point of

extraction the expenditure is only recognised

when the coal is extracted and all of the

significant risks and rewards of ownership

have been transferred.

Investment properties

Investment properties comprise freehold and

long leasehold land and buildings and head

leases. Investment properties are carried at

fair value in accordance with IAS 40

‘Investment Properties’. Properties are

recognised as investment properties when

held for long-term rental yields, and after

consideration has been given to a number

of factors including length of lease, quality

of tenant and covenant, value of lease,

management intention for future use of

property, planning consents and percentage

of property leased. Investment properties are

revalued annually by professional external

surveyors and included in the balance sheet

at their fair value. Gains or losses arising

from changes in the fair values of assets

are recognised in the consolidated income

statement in the period to which they relate.

In accordance with IAS 40, investment

properties are not depreciated. The fair value

of the head leases is the net present value

of the current head rent payable on leasehold

properties until the expiry of the lease.

Mining reserves, plant and

equipment and development cost

The cost of property, plant and equipment

comprises its purchase price and any costs

directly attributable to bringing the asset to

the location and condition necessary for it

to be capable of operating in accordance

with agreed specifications. Freehold land

included within mining reserves is not

depreciated. Other property, plant and

equipment is stated at historical cost less

accumulated depreciation. The cost

recognised includes the recognition of any

decommissioning assets related to property,

plant and equipment.

The purpose of mine development is to

establish secure working conditions and

infrastructure to allow the safe and efficient

extraction of recoverable reserves.

Depreciation on mine development costs is

not charged until production commences or

the assets are put to use. On commencement

of full commercial production, depreciation

is charged over the life of the associated

mine reserves extractable using the asset

on a unit of production basis. The unit of

production calculation is based on tonnes

mined as a ratio to proven and probable

reserves and also includes future forecast

capital expenditure. The cost recognised

includes the recognition of any

decommissioning assets related to mine

development.

Post production stripping

In surface mining operations, the Group

may find it necessary to remove waste

materials to gain access to coal reserves

prior to and after production commences.

Prior to production commencing, stripping

costs are capitalised until the point where

the overburden has been removed and

access to the coal seam commences.

Subsequent to production, waste stripping

continues as part of extraction process as a

mining production activity. There are two

benefits accruing to the Group from

stripping activity during the production

phase: extraction of coal that can be used

to produce inventory and improved access

to further quantities of material that will be

mined in future periods. Economic coal

extracted is accounted for as inventory.

The production stripping costs relating to

improved access to further quantities in

future periods are capitalised as a stripping

activity asset, if and only if, all of the

following are met:

•• it is probable that the future economic

benefit associated with the stripping

activity will flow to the Group;

•• the Group can identify the component of

the ore body for which access has been

improved; and

•• the costs relating to the stripping activity

associated with that component or

components can be measured reliably.

In determining the relevant component of

the coal reserve for which access is improved,

the Group componentises its mine into

geographically distinct sections or phases

to which the stripping activities being

undertaken within that component are

allocated. Such phases are determined

based on assessment of factors such as

geology and mine planning.

The Group depreciates deferred costs

capitalised as stripping assets on a unit of

production method, with reference the tons

mined and reserve of the relevant ore body

component or phase. The cost is recognised

within Mine development costs within the

balance sheet.

Bisichi PLC

Financialstatements

Groupaccountingpolicies

Other assets and depreciation

The cost, less estimated residual value, of

other property, plant and equipment is written

off on a straight-line basis over the asset’s

expected useful life. This includes the washing

plant and other key surface infrastructure.

Residual values and useful lives are reviewed,

and adjusted if appropriate, at each balance

sheet date. Changes to the estimated residual

values or useful lives are accounted for

prospectively. Heavy surface mining and other

plant and equipment is depreciated at varying

rates depending upon its expected usage.

The depreciation rates generally applied are:

Mining	Straight line basis over
equipment	its useful life (5 - 10% per
	cent per annum) or the
	life of the mine
Motor	20 - 33 per cent per
vehicles	annum
Office	10 - 33 per cent per
equipment	annum

Provisions and contingent

liabilities

Provisions are recognised when the Group

has a present obligation as a result of a past

event which it is probable will result in an

outflow of economic benefits that can be

reliably estimated.

A provision for rehabilitation of the mine is

initially recorded at present value and the

discounting effect is unwound over time as a

finance cost. Changes to the provision as a

result of changes in estimates are recorded

as an increase / decrease in the provision

and associated decommissioning asset. The

decommissioning asset is depreciated in line

with the Group’s depreciation policy over the

life of mine. The provision includes the

restoration of the underground, opencast,

surface operations and de-commissioning of

plant and equipment. The timing and final

c ost of the rehabilitation is uncertain and will

depend on the duration of the mine life and

the quantities of coal extracted from

the reserves.

Management exercises judgment in

measuring the Group’s exposures to

contingent liabilities through assessing the

likelihood that a potential claim or liability

will arise and where possible in quantifying

the possible range of financial outcomes.

Where there is a dispute and where a reliable

estimate of the potential liability cannot be

made, or where the Group, based on legal

advice, considers that it is improbable that

there will be an outflow of economic

resources, no provision is recognised.

Employee benefits

Share based remuneration

The company operates a share option

scheme. The fair value of the share option

scheme is determined at the date of grant.

This fair value is then expensed on a

straight-line basis over the vesting period,

based on an estimate of the number of

shares that will eventually vest. The fair value

of options granted is calculated using a

binomial or Black-Scholes-Merton model.

Payments made to employees on the

cancellation or settlement of options granted

are accounted for as the repurchase of an

equity interest, i.e. as a deduction from equity.

Details of the share options in issue are

disclosed in the Directors’ Remuneration

Report on page 42 under the heading

Share option schemes which is within the

audited part of that report.

Pensions

The Group operates a defined contribution

pension scheme. The contributions payable

to the scheme are expensed in the period

to which they relate.

Foreign currencies

Monetary assets and liabilities are translated

at year end exchange rates and the resulting

exchange rate differences are included in

the consolidated income statement within

the results of operating activities if arising

from trading activities, including inter-company

trading balances and within finance cost/

income if arising from financing.

For consolidation purposes, income and

expense items are included in the

consolidated income statement at average

rates, and assets and liabilities are translated

at year end exchange rates. Translation

differences arising on consolidation are

recognised in other comprehensive income.

Foreign exchange differences on

intercompany loans are recorded in other

comprehensive income when the loans are

not considered as trading balances and are

not expected to be repaid in the foreseeable

future. Where foreign operations are disposed

of, the cumulative exchange differences of

that foreign operation are recognised in the

consolidated income statement when the

gain or loss on disposal is recognised.

Transactions in foreign currencies are

translated at the exchange rate ruling on

the transaction date.

Financial instruments

Financial assets and financial liabilities are

recognised in the Group’s consolidated

statement of financial position when the

Group becomes a party to the contractual

provisions of the instrument.

Bisichi PLC

Financialstatements

Groupaccountingpolicies

Financial assets

Financial assets are classified as either

financial assets at amortised cost, at fair

value through other comprehensive income

(“FVTOCI”) or at fair value through profit or

loss (“FVPL”) depending upon the business

model for managing the financial assets and

the nature of the contractual cash flow

characteristics of the financial asset.

A loss allowance for expected credit losses

is determined for all financial assets, other

than those at FVPL, at the end of each

reporting period. The Group applies a

simplified approach to measure the credit

loss allowance for trade receivables using

the lifetime expected credit loss provision.

The lifetime expected credit loss is evaluated

for each trade receivable taking into account

payment history, payments made subsequent

to year end and prior to reporting, past default

experience and the impact of any other

relevant and current observable data. The

Group applies a general approach on all

other receivables classified as financial

assets. The general approach recognises

lifetime expected credit losses when there

has been a significant increase in credit

risk since initial recognition.

The Group derecognises a financial asset

when the contractual rights to the cash flows

from the asset expire, or when it transfers

the financial asset and substantially all the

risks and rewards of ownership of the asset

to another party. The Group derecognises

financial liabilities when the Group’s

obligations are discharged, cancelled or

have expired.

Bank loans and overdrafts

Bank loans and overdrafts are included as

financial liabilities on the Group balance

sheet at the amounts drawn on the particular

facilities net of the unamortised cost of

financing. Interest payable on those facilities

is expensed as finance cost in the period to

which it relates.

Lease liabilities

For any new contracts entered into the Group

considers whether a contract is, or contains a

lease. A lease is defined as ‘a contract, or part

of a contract, that conveys the right to use an

asset (the underlying asset) for a period of

time in exchange for consideration’. To apply

this definition the Group assesses whether the

contract contains an identified asset and has

the right to obtain substantially all of the

economic benefits from use of the identified

asset throughout the period of use.

At lease commencement date, the Group

recognises a right-of-use asset and a lease

liability on the balance sheet. Right-of-use

assets, excluding property head leases,

have been included in property, plant and

equipment and are measured at cost, which

is made up of the initial measurement of the

lease liability and any initial direct costs

incurred by the Group. The Group depreciates

the right-of-use assets on a straight-line

basis from the lease commencement date

to the earlier of the end of the useful life of

the right-of-use asset or the end of the

lease term.

At the commencement date, the Group

measures the lease liability at the present

value of the lease payments unpaid at that

date, discounted using the interest rate

implicit in the lease if that rate is readily

available or the Group’s incremental

borrowing rate. Liabilities relating to short

term leases are included within trade and

other payables.

Lease payments included in the measurement

of the lease liability are made up of fixed

payments and variable payments based on

an index or rate, initially measured using the

index or rate at the commencement date.

Subsequent to initial measurement, the liability

will be reduced for payments made and

increased for interest. It is re-measured to

reflect any reassessment or modification.

When the lease liability is re-measured, the

corresponding adjustment is reflected in the

right-of-use asset, or profit and loss if the

right-of-use asset is already reduced to zero.

Lease liabilities that arise for investment

properties held under a leasehold interest

and accounted for as investment property

are initially calculated as the present value

of the minimum lease payments, reducing

in subsequent reporting periods by the

apportionment of payments to the lessor.

The Group has elected to account for

short-term leases and leases of low-value

assets using the practical expedients

available in IFRS 16. Instead of recognising

a right-of-use asset and lease liability, the

payments in relation to these are

recognised as an expense in profit or loss

on a straight-line basis over the lease term.

Investments

Current financial asset investments and other

investments classified as non-current (“The

investments”) comprise of shares in listed

companies. The investments are measured

at fair value. Any changes in fair value are

recognised in the profit or loss account and

accumulated in retained earnings.

Bisichi PLC

Financialstatements

Groupaccountingpolicies

Trade receivables

Trade receivables are accounted for at

amortised cost. Trade receivables do not

carry any interest and are stated at their

nominal value as reduced by appropriate

expected credit loss allowances for estimated

recoverable amounts as the interest that

would be recognised from discounting future

cash payments over the short payment

period is not considered to be material.

Trade payables

Trade payables cost are not interest bearing

and are stated at their nominal value, as the

interest that would be recognised from

discounting future cash payments over the

short payment period is not considered to

be material.

Other financial assets and liabilities

The Group’s other financial assets and

liabilities not disclosed above are

accounted for at amortised cost.

Joint ventures

Investments in joint ventures, being those

entities over whose activities the Group has

joint control, as established by contractual

agreement, are included at cost together

with the Group’s share of post-acquisition

reserves, on an equity basis. Dividends

received are credited against the investment.

Joint control is the contractually agreed sharing

of control over an arrangement, which exists

only when decisions about relevant strategic

and/or key operating decisions require

unanimous consent of the parties sharing

control. Control over the arrangement is

assessed by the Group in accordance with

the definition of control under IFRS 10. Loans

to joint ventures are classified as non-current

assets when they are not expected to be

received in the normal working capital cycle.

Trading receivables and payables to joint

ventures are classified as current assets

and liabilities.

Inventories

Inventories are stated at the lower of cost

and net realisable value. Cost includes

materials, direct labour and overheads

relevant to the stage of production. Cost is

determined using the weighted average

method. Net realisable value is based on

estimated selling price less all further costs

of completion and all relevant marketing,

selling and distribution costs.

Impairment

Whenever events or changes in circumstance

indicate that the carrying amount of an asset

may not be recoverable an asset is reviewed

for impairment. This includes mining reserves,

plant and equipment and net investments in

joint ventures. A review involves determining

whether the carrying amounts are in excess

of their recoverable amounts. An asset’s

recoverable amount is determined as the

higher of its fair value less costs of disposal

and its value in use. Such reviews are

undertaken on an asset-by-asset basis,

except where assets do not generate cash

flows independent of other assets, in which

case the review is undertaken on a cash

generating unit basis.

If the carrying amount of an asset exceeds

its recoverable amount an asset’s carrying

value is written down to its estimated

recoverable amount (being the higher of

the fair value less cost to sell and value in

use) if that is less than the asset’s carrying

amount. Any change in carrying value is

recognised in the comprehensive income

statement.

Deferred tax

Deferred tax is the tax expected to be

payable or recoverable on differences

between the carrying amounts of assets

and liabilities in the financial statements

and the corresponding tax bases used in

the tax computations, and is accounted for

using the balance sheet liability method.

Deferred tax liabilities are generally

recognised for all taxable temporary

differences and deferred tax assets are

recognised to the extent that it is probable

that taxable profits will be available against

which deductible temporary differences

can be utilised. In respect of the deferred

tax on the revaluation surplus, this is

calculated on the basis of the chargeable

gains that would crystallise on the sale of

the investment portfolio as at the reporting

date. The calculation takes account of

indexation on the historical cost of the

properties and any available capital losses.

Deferred tax is calculated at the tax rates

that are expected to apply in the period

when the liability is settled or the asset is

realised. Deferred tax is charged or

credited in the Group income statement,

except when it relates to items charged or

credited directly to other comprehensive

income, in which case it is also dealt with in

other comprehensive income.

Dividends

Dividends payable on the ordinary share

capital are recognised as a liability in the

period in which they are approved.

Bisichi PLC

Financialstatements

Groupaccountingpolicies

Cash and cash equivalents

Cash comprises cash in hand and

on-demand deposits. Cash and cash

equivalents comprises short-term, highly

liquid investments that are readily convertible

to known amounts of cash and which are

subject to an insignificant risk of changes

in value and original maturities of three

months or less. The cash and cash

equivalents shown in the cashflow statement

are stated net of bank overdrafts that are

repayable on demand as per IAS 7. This

includes the structured trade finance facility

held in South Africa as detailed in note 22.

These facilities are considered to form an

integral part of the treasury management of

the Group and can fluctuate from positive

to negative balances during the period.

Segmental reporting

For management reporting purposes, the

Group is organised into business segments

distinguishable by economic activity. The

Group’s material business segments are

mining activities and investment properties.

These business segments are subject to

risks and returns that are different from

those of other business segments and are

the primary basis on which the Group reports

its segment information. This is consistent

with the way the Group is managed and

with the format of the Group’s internal

financial reporting. Significant revenue from

transactions with any individual customer,

which makes up 10 percent or more of the

total revenue of the Group, is separately

disclosed within each segment. All coal

exports are sales to coal traders at Richard

Bay’s terminal in South Africa with the risks

and rewards passing to the coal trader at the

terminal. Whilst the coal traders will ultimately

sell the coal on the international markets the

Company has no visibility over the ultimate

destination of the coal. Accordingly, the

export sales are recorded as South African

revenue.

Bisichi PLC

Financialstatements

1. SEGMENTAL REPORTING

			2024
	Mining	Property	Other	Total
Business analysis	£’000	£’000	£’000	£’000
Significant revenue customer A	13,713	-	-	13,713
Significant revenue customer B	8,273	-	-	8,273
Significant revenue customer C	7,608	-	-	7,608
Other revenue	21,089	1,266	340	22,695
Segment revenue	50,683	1,266	340	52,289
Operating profit before fair value adjustments & exchange movements	5,817	653	336	6,806
Revaluation of investments & exchange movements	(24)	150	68	194
Operating profit and segment result	5,793	803	404	7,000
Segment assets	31,245	13,592	14,971	59,808
Unallocated assets
–Non-currentassets				67
– Cash & cash equivalents				1,175
Total assets excluding investment in joint ventures and assets held for sale				61,050
Segment liabilities	(18,747)	(680)	-	(19,427)
Borrowings	(2,279)	(3,845)	-	(6,124)
Total liabilities	(21,026)	(4,525)	-	(25,551)
Net assets				35,499
Non segmental assets
– Investment in joint ventures				631
Net assets as per balance sheet				36,130

	United	South
	Kingdom	Africa	Total
Geographic analysis	£’000	£’000	£’000
Revenue	1,606	50,683	52,289
Operating profit and segment result	(827)	7,827	7,000
Depreciation	(59)	(3,985)	(4,044)
Non-current assets excluding investments	11,033	22,704	33,737
Total net assets	23,713	12,417	36,130
Capital expenditure	72	8,160	8,232

Notes to the financial statements

fortheyearended31December2024

Bisichi PLC

Financialstatements

Notestothefinancialstatements

1.SEGMENTALREPORTINGCONTINUED

			2023
	Mining	Property	Other	Total
Business analysis	£’000	£’000	£’000	£’000
Significant revenue customer A	22,283	-	-	22,283
Significant revenue customer B	10,659	-	-	10,659
Significant revenue customer C	4,854	-	-	4,854
Other revenue	9,628	1,268	561	11,457
Segment revenue	47,424	1,268	561	49,253
Operating profit before fair value adjustments & exchange movements	(113)	711	556	1,154
Revaluation of investments & exchange movements	(158)	145	759	746
Operating profit and segment result	(271)	856	1,315	1,900
Segment assets	26,767	13,402	14,996	55,165
Unallocated assets
–Non-currentassets				54
– Cash & cash equivalents				3,242
Total assets excluding investment in joint ventures and assets held for sale				58,461
Segment liabilities	(17,680)	(709)	3	(18,386)
Borrowings	(3,563)	(3,920)	-	(7,483)
Total liabilities	(21,243)	(4,629)	3	(24,869)
Net assets				32,592
Non segmental assets
– Investment in joint ventures				1,002
Net assets as per balance sheet				33,594

	United	South
	Kingdom	Africa	Total
Geographic analysis	£’000	£’000	£’000
Revenue	1,829	47,424	49,253
Operating profit and segment result	411	1,489	1,900
Depreciation	(34)	(1,459)	(1,493)
Non-current assets excluding investments	10,873	18,842	29,715
Total net assets	26,018	7,576	33,594
Capital expenditure	35	5,909	5,944

Bisichi PLC

Financialstatements

Notestothefinancialstatements

2. REVENUE

	2024	2023
	£’000	£’000
Revenue from contracts with customers:
Coal sales and processing	50,683	47,424
Rental income	1,075	1,087
Service charges recoverable from tenants	191	181
Other:
Other revenue	340	561
Revenue	52,289	49,253

Segmental mining revenue is derived principally from coal sales and is recognised once the control of the goods has transferred from

the Group to the buyer. Segmental property revenue is derived from rental income and service charges recoverable from tenants. This is

consistent with the revenue information disclosed for each reportable segment (see note 1). Rental income is recognised on a straight-

line basis over the term of the lease. Service charges recoverable from tenants are recognised over time as the service is rendered.

Revenue is measured based on the consideration specified in the contract with the customer or tenant.

3. OPERATING COSTS

	2024	2023
	£’000	£’000
Mining	33,581	38,620
Property	406	339
Cost of sales	33,987	38,959
Administration	11,496	9,140
Operating costs	45,483	48,099
The direct property costs are:
Direct property expense	354	305
Bad debts	52	34
	406	339

Operating costs above include depreciation of £4,044,000 (2023: £1,493,000).

Bisichi PLC

Financialstatements

Notestothefinancialstatements

4. GAIN/(LOSS) ON REVALUATION OF INVESTMENT PROPERTIES

The reconciliation of the investment (deficit)/surplus to the gain on revaluation of investment properties in the income statement is set out below:

	2024	2023
	£’000	£’000
Investment surplus/(deficit)	150	145
(Loss)/Gainonvaluationmovementinrespectofheadleasepayments	(2)	38
Gain/(Loss) on revaluation of investment properties	148	183

5. PROFIT BEFORE TAXATION

Profit before taxation is arrived at after charging:

	2024	2023
	£’000	£’000
Staff costs (see note 29)	7,761	7,270
Depreciation	4,044	1,493
Exchange loss	(24)	(158)
Fees payable to the company’s auditor for the audit of the company’s annual accounts	65	55
Fees payable to the company’s auditor and its associates for other services:
The audit of the company’s subsidiaries pursuant to legislation	41	40
Inventories recognised as an expense	27,194	35,808

6. DIRECTORS’ EMOLUMENTS

Directors’ emoluments are shown in the Directors’ remuneration report on page 41 which is within the audited part of that report.

7. INTEREST PAYABLE

	2024	2023
	£’000	£’000
On bank overdrafts and bank loans	782	771
Unwinding of discount	20	112
Lease liabilities	26	27
Other interest payable	636	563
Interest payable	1,464	1,473

Bisichi PLC

Financialstatements

Notestothefinancialstatements

8. TAXATION

	2024	2023
	£’000	£’000
(a) Based on the results for the year:
Current tax - UK	-	-
Current tax - Overseas	454	1,318
Corporation tax - adjustment in respect of prior year – Overseas	8	-
Current tax	462	1,318
Deferred tax	1,153	(1,018
Total tax in income statement charge	1,615	300

(b) Factors affecting tax charge for the year:

The corporation tax assessed for the year is different from that at the standard rate of corporation tax in the United Kingdom of 25%

(2023: 23.5%).

The differences are explained below:
Profit/ Loss on ordinary activities before taxation	5,020	610
Tax on profit/ loss on ordinary activities at 25% (2023:23.50%)	1,255	143
Effects of:
Expenses not deductible for tax purposes	160	241
Non-taxable income	(77)	(95)
Capital gains\(losses) on disposal	111	-
Adjustment in tax rate	137	(75)
Other differences	21	86
Adjustment in respect of prior years	8	-
Total tax in income statement charge/(credit)	1,615	300
(c) Analysis of United Kingdom and overseas tax:
United Kingdom tax included in above:
Current tax	-	-
Deferred tax	(391)	(93)
	(391)	(93)
Overseas tax included in above:
Current tax	454	1,318
Adjustment in respect of prior years	8	-
Current tax	462	1,318
Deferred tax	1,544	(925)
	2,006	393

Overseas tax is derived from the Group’s South African mining operation. Refer to note 1 for a report on the Groups’ mining and South

African segmental reporting. The adjustment to tax rate arises due to corporation tax rate assessed in South Africa for the year of 27%

(2023: 27%) being different from the corporation tax rate in the UK.

Bisichi PLC

Financialstatements

Notestothefinancialstatements

9. SHAREHOLDER DIVIDENDS

	2024	2024	2023	2023
	Per share	£’000	Per share	£’000
Dividends paid during the year relating to the prior period	7p	747	12p	1,282
Dividends relating to the current period:
Interim dividend	3p	320	3p	320
Proposed final dividend	4p	427	4p	427
	7p	747	7p	747

The interim dividend for 2023 was approved by the Board on 22nd of August 2023, paid on 2nd of February 2024 and accounted for as

payable as at 31 December 2023. The total dividends to shareholders paid during the current year of £747,000 (2023: £1,282,000)

comprise of these prior period dividends: an interim dividend of £320,000 (2023: £Nil) and the final dividend of £427,000 (2023:

£427,000).

The final dividend for 2024 is not accounted for until it has been approved at the Annual General Meeting.

10. PROFIT AND DILUTED PROFIT PER SHARE

Both the basic and diluted profit per share calculations are based on a profit after tax attributable to equity holders of the company of

£1,117,000 (2023: £259,000). The basic profit/(loss) per share of 10.46p has been calculated on a weighted average of 10,676,839

(2023: 10,676,839) ordinary shares being in issue during the period. The diluted profit per share of 10.46p has been calculated on the

weighted average number of shares in issue of 10,676,839 (2023: 10,676,839) plus the dilutive potential ordinary shares arising from

share options of nil (2023: nil) totalling 10,676,839 (2023: 10,676,839).

11. INVESTMENT PROPERTIES

		Long	Head
	Freehold	Leasehold	Lease	Total
	£’000	£’000	£’000	£’000
Valuation at 1 January 2024	8,395	2,215	208	10,818
Revaluation	195	(45)	(2)	148
Valuation at 31 December 2024	8,590	2,170	206	10,966
Valuation at 1 January 2023	8,270	2,195	170	10,635
Revaluation	125	20	38	183
Valuation at 31 December 2023	8,395	2,215	208	10,818
Historical cost
At 31 December 2024	5,851	728	-	6,579
At 31 December 2023	5,851	728	-	6,579

Long leasehold properties are those for which the unexpired term at the balance sheet date is not less than 50 years. All investment

properties are held for use in operating leases and all properties generated rental income during the period.

Bisichi PLC

Financialstatements

Notestothefinancialstatements

11.INVESTMENTPROPERTIESCONTINUED

Freehold and Long Leasehold properties were externally professionally valued at 31 December on an open market basis by:

	2024	2023
	£’000	£’000
Carter Towler	10,760	10,610

The valuations were carried out in accordance with the Statements of Asset Valuation and Guidance Notes published by The Royal

Institution of Chartered Surveyors.

Each year external valuers are appointed by the Executive Directors on behalf of the Board. The valuers are selected based upon their

knowledge, independence and reputation for valuing assets such as those held by the Group.

Valuations are performed annually and are performed consistently across all investment properties in the Group’s portfolio. At each

reporting date appropriately qualified employees of the Group verify all significant inputs and review the computational outputs. Valuers

submit their report to the Board on the outcome of each valuation round.

Valuations take into account tenure, lease terms and structural condition. The inputs underlying the valuations include market rent or

business profitability, likely incentives offered to tenants, forecast growth rates, yields, EBITDA, discount rates, construction costs

including any specific site costs (for example section 106), professional fees, developer’s profit including contingencies, planning and

construction timelines, lease regear costs, planning risk and sales prices based on known market transactions for similar properties to

those being valued.

Valuations are based on what is determined to be the highest and best use. When considering the highest and best use a valuer will

consider, on a property by property basis, its actual and potential uses which are physically, legally and financially viable. Where the

highest and best use differs from the existing use, the valuer will consider the cost and likelihood of achieving and implanting this change

in arriving at its valuation.

There are often restrictions on Freehold and Leasehold property which could have a material impact on the realisation of these assets.

The most significant of these occur when planning permission or lease extension and renegotiation of use are required or when a credit

facility is in place. These restrictions are factored in the property’s valuation by the external valuer.

IFRS 13 sets out a valuation hierarchy for assets and liabilities measured at fair value as follows:

Level 1: valuation based on inputs on quoted market prices in active markets

Level 2: valuation based on inputs other than quoted prices included within level 1 that maximise the use of observable data directly

or from market prices or indirectly derived from market prices.

Level 3: where one or more significant inputs to valuations are not based on observable market data

Bisichi PLC

Financialstatements

Notestothefinancialstatements

11.INVESTMENTPROPERTIESCONTINUED

The inter-relationship between key unobservable inputs and the Groups’ properties is detailed in the table below:

			Carrying/	Carrying/	Range	Range
			fair value	fair value	(weighted	(weighted
Class of property	Valuation	Key	2024	2023	average)	average)
Level 3	technique	unobservable inputs	£’000	£’000	2024	2023
Freehold –	Income	Estimated rental	8,590	8,395	£5 – £29	£4 – £29
external valuation	capitalisation	value per sq ft p.a			(£21)	(£21)
		Equivalent Yield			8.9% – 12.8%	8.8% – 13.5%
					(10.5%)	(10.7%)
Long leasehold –	Income	Estimated rental	2,170	2,215	£9 – £9	£9 – £9
external valuation	capitalisation	value per sq ft p.a			(£9)	(£9)
		Equivalent yield			10.6% – 10.6%	10.4% – 10.4%
					(10.6%)	(10.4%)
At 31 December			10,760	10,610

There are interrelationships between all these inputs as they are determined by market conditions. The existence of an increase in more

than one input would be to magnify the input on the valuation. The impact on the valuation will be mitigated by the interrelationship of two

inputs in opposite directions, for example, an increase in rent may be offset by an increase in yield.

The table below illustrates the impact of changes in key unobservable inputs on the carrying / fair value of the Group’s properties:

	Estimated rental value		Equivalent yield
	10% increase or		25 basis Point
	decrease		contraction or expansion
	2024	2023	2024	2023
	£’000	£’000	£’000	£’000
Freehold – external valuation	859/(859)	840/(840)	221/(221)	215/(205)
Long Leasehold – external valuation	217/(217)	222/(222)	50/(50)	55/(52)

Bisichi PLC

Financialstatements

Notestothefinancialstatements

12. MINING RESERVES, PLANT AND EQUIPMENT

		Mining
		equipment and
	Mining	development	Motor	Office
	reserves	costs	vehicles	equipment	Total
	£’000	£’000	£’000	£’000	£’000
Cost at 1 January 2024	2,059	37,861	379	168	40,467
Exchange adjustment	(29)	(628)	(3)	(3)	(663)
Additions	20	8,135	72	5	8,232
Disposals	-	-	(69)	-	(69)
Cost at 31 December 2024	2,050	45,368	379	170	47,967
Accumulated depreciation at 1 January 2024	925	20,273	264	109	21,571
Exchange adjustment	(13)	(332)	(4)	(1)	(350)
Charge for the year		3,969	54	21	4,044
Disposals	-	-	(69)	-	(69)
Accumulated depreciation at 31 December 2024	912	23,910	245	129	25,196
Net book value at 31 December 2024	1,138	21,458	134	41	22,771
Cost at 1 January 2023	2,332	36,291	385	168	39,176
Exchange adjustment	(273)	(4,333)	(33)	(14)	(4,653)
Additions	-	5,903	27	14	5,944
Disposals	-
Cost at 31 December 2023	2,059	37,861	379	168	40,467
Accumulated depreciation at 1 January 2023	1,099	21,347	256	97	22,799
Exchange adjustment	(174)	(2,517)	(20)	(10)	(2,721)
Charge for the year		1,443	28	22	1,493
Disposals	-	-	-	-	-
Accumulated depreciation at 31 December 2023	925	20,273	264	109	21,571
Net book value at 31 December 2023	1,134	17,588	115	59	18,896

Bisichi PLC

Financialstatements

Notestothefinancialstatements

12.MININGRESERVES,PLANTANDEQUIPMENTCONTINUED

Included in the above line items are right-of-use assets over the following:

	Mining
	Equipment and
	development	Motor
	costs	vehicles	Total
	£’000	£’000	£’000
Net book value at 1 January 2024	128	9	137
Additions	28	72	100
Exchange adjustment	(1)	-	(1)
Depreciation	(34)	(35)	(69)
Net book value at 31 December 2024	121	46	167
Net book value at 1 January 2023	186	21	207
Additions	1	-	1
Exchange adjustment	(24)	-	(24)
Depreciation	(35)	(12)	(47)
Net book value at 31 December 2023	128	9	137

13. INVESTMENTS HELD AS NON-CURRENT ASSETS

	2024		2023
	Net		Net
	investment		investment
	in joint		in joint
	ventures	2024	ventures	2023
	assets	Other	assets	Other
	£’000	£’000	£’000	£’000
At 1 January	1,002	14,258	1,041	12,590
Gain in investment	-	174	-	856
Additions	-	5,143	-	1,189
Disposals	-	(5,236)	-	(377)
Share of loss in joint ventures	(370)	-	(39)	-
Impairment in joint venture investment	(1)	-	-	-
Net assets at 31 December	631	14,339	1,002	14,258

Included in the share of loss in joint venture in the Income Statement is a write down in joint venture loans to Development Physics

Limited of £255,000 (2023: £nil).

Other investments comprise of the following:

	2024	2023
	£’000	£’000
Net book value of unquoted investments	1,451	-
Net book and market value of readily realisable investments listed on stock exchanges in the United Kingdom	4,565	6,843
Net book and market value of readily realisable investments listed on overseas stock exchanges	8,323	7,415
	14,339	14,258

Dividend income from investments held as non-current assets was £308,000 (2023: £501,000) for the year.

Bisichi PLC

Financialstatements

Notestothefinancialstatements

14. JOINT VENTURES

Development Physics Limited

The company owned a third of the issued share capital of Development Physics Limited, an unlisted property development company.

The remaining two thirds were held equally by London & Associated Properties PLC and Metroprop Real Estate Ltd. The company has

subsequently been closed and the investment written off during the year. At year end, the carrying value of the investment held by the

Group was £Nil (2023: negative: £24,000). Included in the share of loss in joint venture in the Income Statement is a write down in loans

to the company of £255,000 (2023: £nil). Development Physics Limited was incorporated in England and Wales and its registered

address was 12 Little Portland Street, London, W1W 8BJ. It had issued share capital of 99 (2023: 99) ordinary shares of £1 each. No

dividends were received during the period.

Dragon Retail Properties Limited

The company owns 50% of the issued share capital of Dragon Retail Properties Limited, an unlisted property investment company. At year

end, the carrying value of the investment held by the Group was £636,000 (2023: £593,000). The remaining 50% is held by London &

Associated Properties PLC. Dragon Retail Properties Limited is incorporated in England and Wales and its registered address is 12 Little

Portland Street, London, W1W 8BJ. It has issued share capital of 500,000 (2023: 500,000) ordinary shares of £1 each. No dividends were

received during the period. It holds a Santander bank loan of £0.74million secured against its investment property. The bank loan of

£0.74million is secured by way of a first charge on specific freehold property at a value of £2.15million. The interest cost of the loan is

3.5 per cent above the Bank of England base rate. The was entered into in July 2024 and has a three year term.

West Ealing Projects Limited

The company owns 50% of the issued share capital of West Ealing Projects Limited, an unlisted property development company. At year

end, the carrying value of the investment held by the Group was a net liability of £5,000 (2023: asset of £434,000). The remaining 50% is

held by London & Associated Properties PLC. West Ealing Projects Limited is incorporated in England and Wales and its registered address

is 12 Little Portland Street, London, W1W 8BJ. It has issued share capital of 1,000,000 (2023: 1,000,000) ordinary shares of £1 each.

No dividends were received during the period.

Bisichi PLC

Financialstatements

Notestothefinancialstatements

14.JOINTVENTURESCONTINUED

	Development		West		Development		West
	Physics	Dragon	Ealing	2024	Physics	Dragon	Ealing	2023
	£’000	£’000	£’000	£’000	£’000	£’000	£’000	£’000
Turnover	-	168	9	177	-	168	65	233
Profit and loss:
Profit/(Loss)beforedepreciation,	71	156	(876)	(649)	(28)	53	(32)	(7)
interest and taxation
Depreciation and amortisation	-	-	-	-	-	(2)	-	(2)
(Loss)/Profitbeforeinterestandtaxation	71	156	(876)	(649)	(28)	51	(32)	(9)
Interest Income	-	-	-	-	-	-	-	-
Interest expense	-	(70)	-	(70)	-	(79)	(1)	(80)
(Loss)/Profitbeforetaxation	71	86	(876)	(719)	(28)	(28)	(33)	(89)
Taxation	-	-	-	-	-	-	-	-
(Loss)/Profit after taxation	71	86	(876)	(719)	(28)	(28)	(33)	(89)
Balance sheet
Non-current assets	-	2,155	-	2,155	-	2,030	-	2,030
Cash and cash equivalents	-	36	32	68	5	57	9	71
Property inventory	-	-	8,996	8,996	483	-	8,889	9,372
Other current assets	-	44	58	102	-	112	64	176
Other current liabilities	-	(735)	(4,222)	(4,957)	(559)	(64)	(3,709)	(4,332)
Current borrowings	-	(228)	(4,874)	(5,102)	-	(950)	(4,386)	(5,336)
Net current assets	-	(883)	(10)	(893)	(71)	(845)	867	(49)
Non-current borrowings	-	-	-	-	-	-	-	-
Other non-current liabilities	-	-	-	-	-	-	-	-
Net assets at 31 December	-	1,272	(10)	1,262	(71)	1,185	867	1,981
Share of net assets at 31 December	-	636	(5)	631	(24)	593	434	1,002

Bisichi PLC

Financialstatements

Notestothefinancialstatements

15. SUBSIDIARY COMPANIES

The company owns the following ordinary share capital of the subsidiaries which are included within the consolidated financial

statements:

		Percentage
		of share		Country of
	Activity	capital	Registered address	incorporation
Directly held:
Mineral Products Limited	Share dealing	100%	12 Little Portland Street, London, W1W8BJ	England and
				Wales
Bisichi (Properties) Limited	Property	100%	12 Little Portland Street, London, W1W8BJ	England and
				Wales
Bisichi Northampton Limited	Property	100%	12 Little Portland Street, London, W1W8BJ	England and
				Wales
Bisichi Trustee Limited	Property	100%	12 Little Portland Street, London, W1W8BJ	England and
				Wales
Urban First (Northampton) Limited	Property	100%	12 Little Portland Street, London, W1W8BJ	England and
				Wales
Bisichi Mining (Exploration) Limited	Holding	100%	12 Little Portland Street, London, W1W8BJ	England and
	company			Wales
Ninghi Marketing Limited	Dormant	90.1%	12 Little Portland Street, London, W1W8BJ	England and
				Wales
Bisichi Mining Management	Dormant	100%	12 Little Portland Street, London, W1W8BJ	England and
Services Limited				Wales
Bisichi Coal Mining (Pty) Limited	Coal mining	100%	Samora Machel Street, Bethal Road,	South Africa
			Middelburg, Mpumalanga, 1050
Indirectly held:
Black Wattle Colliery (Pty) Limited	Coal mining	62.5%	Samora Machel Street, Bethal Road,	South Africa
			Middelburg, Mpumalanga, 1050
Sisonke Coal Processing (Pty) Limited	Coal processing 62.5%		Samora Machel Street, Bethal Road,	South Africa
			Middelburg, Mpumalanga, 1050
Black Wattle Klipfontein (Pty) Limited	Coal mining	62.5%	Samora Machel Street, Bethal Road,	South Africa
			Middelburg, Mpumalanga, 1050
Amandla Ehtu Mineral Resource	Dormant	70%	Samora Machel Street, Bethal Road,	South Africa
Development (Pty) Limited			Middelburg, Mpumalanga, 1050

Details on the non-controlling interest in subsidiaries are shown under note 27.

Bisichi PLC

Financialstatements

Notestothefinancialstatements

16. INVENTORIES

	2024	2023
	£’000	£’000
Coal
Washed	2,334	1,949
Mining Production	1,022	542
Work in progress	-	85
Other	21	3
	3,377	2,579

The amount of inventories recognised as an expense during the period was £27,194,000 (2023: £35,808,000).

17. TRADE AND OTHER RECEIVABLES

	2024	2023
	£’000	£’000
Financial assets falling due within one year:
Trade receivables	4,839	4,180
Amount owed by joint venture	2,020	1,844
Other receivables	799	1,727
Non-financial instruments falling due within one year:
Prepayments and accrued income	136	183
	7,794	7,934

Financial assets falling due within one year are held at amortised cost. The fair value of trade and other receivables approximates their

carrying amounts. The Group applies a simplified approach to measure the credit loss allowance for trade receivables using the lifetime

expected credit loss provision. The lifetime expected credit loss is evaluated for each trade receivable taking into account payment

history, payments made subsequent to year end and prior to reporting, past default experience and the impact of any other relevant and

current observable data. The Group applies a general approach on all other receivables classified as financial assets.

Bisichi PLC

Financialstatements

Notestothefinancialstatements

17.TRADEANDOTHERRECEIVABLESCONTINUED

At year end, the Group allowance for doubtful debts provided against trade receivables was £125,000 (2023: £374,000). Trade

receivables past due date and net of provisions were £84,000 (2023: £374,000). The ageing analysis of trade receivables is as follows:

			Over
	Current	0-90 days	90 Days	Total
	£’000	£’000	£’000	£’000
Gross trade receivables at 31 December 2024	3,411	1,344	209	4,964
Expected credit loss provision	-	-	(125)	(125)
Trade receivables	3,411	1,344	84	4,839
Expected credit loss %	0%	0%	60%	3%
Gross trade receivables at 31 December 2023	1,773	2,263	518	4,554
Expected credit loss provision	-	-	(374)	(374)
Trade receivables	1,773	2,263	144	4,180
Expected credit loss %	0%	0%	72%	8%

18. INVESTMENTS IN LISTED SECURITIES HELD AT FVPL

	2024	2023
	Other	Other
	£’000	£’000
At 1 January	734	886
(Loss)/Gainininvestments	(106)	(97)
Additions	136	-
Disposals	(136)	(55)
Market value at 31 December	628	734

	2024	2023
	£’000	£’000
Market value of listed Investments:
Listed in Great Britain	628	618
Listed outside Great Britain	-	116
	628	734
Original cost of listed investments	661	760
Unrealised (deficit)/surplusofmarketvalueversuscost	(33)	(26)

Dividend income from investments in listed securities held at FVPL was £29,000 (2023: £54,000) for the year.

Bisichi PLC

Financialstatements

Notestothefinancialstatements

19. TRADE AND OTHER PAYABLES

	2024	2023
	£’000	£’000
Trade payables	10,153	8,673
Amounts owed to joint ventures	-	33
Lease liabilities (Note 31)	74	63
Other payables	1,506	1,949
Accruals	979	649
Deferred Income	183	222
	12,895	11,589

20. FINANCIAL LIABILITIES – BORROWINGS

		Current	Non-current
	2024	2023	2024	2023
	£’000	£’000	£’000	£’000
Bank overdraft (secured)	2,258	3,534	-	-
Bank loan (secured)	8	3,927	3,858	22
	2,266	7,461	3,858	22

	2024	2023
	£’000	£’000
Bank overdraft and loan instalments by reference to the balance sheet date:
Within one year	2,266	7,461
From one to two years	14	22
From two to five years	3,844	-
	6,124	7,483
Bank overdraft and loan analysis by origin:
United Kingdom	3,844	3,920
Southern Africa	2,280	3,563
	6,124	7,483

In South Africa, an R85million trade facility is held with Absa Bank Limited by Sisonke Coal Processing (Pty) Limited (“Sisonke Coal

Processing”) in order to cover the working capital requirements of the Group’s South African operations. The interest cost of the loan is

at the South African prime lending rate plus 3.8% The facility is renewable annually, is repayable on demand and is secured by way of a

first charge over specific pieces of mining equipment, inventory and the debtors of the relevant company which holds the loan which are

included in the financial statements at a value of £10,008,178 (2023: £9,373,603). All banking covenants were either adhered to or

waived by Absa Bank Limited during the year.

Bisichi PLC

Financialstatements

Notestothefinancialstatements

20.FINANCIALLIABILITIES–BORROWINGSCONTINUED

In the UK, the Group entered into a £3.9million term loan facility with Julian Hodge Bank Limited during the year. The loan is secured

against the Group’s UK retail property portfolio. The debt package has a five year term and is repayable at the end of the term in

December 2029. The overall interest cost of the loan is 4.00% above the Bank of England base rate. The loan is secured by way of a

first charge over the investment properties in the UK which are included in the financial statements at a value of £10,760,000 (2023:

£10,610,000). No banking covenants were breached by the Group during the year.

Dragon Retail Properties Limited (“Dragon”), the Group’s 50% owned joint venture, holds a Santander UK PLC bank loan of £0.74million

secured against its investment property, see note 14. The bank loan is secured by way of a first charge on specific freehold property at a

value of £2.15million. The interest cost of the loan is 3.5 percent above the Bank of England base rate. The loan was entered into in July

2024 and has a term of 3 years.

Consistent with others in the mining and property industry, the Group monitors its capital by its gearing levels. This is calculated as the

total bank loans and overdraft less remaining cash and cash equivalents as a percentage of equity. At year end the gearing of the Group

was calculated as follows:

	2024	2023
	£’000	£’000
Total bank loans and overdraft	6,124	7,483
Less cash and cash equivalents (excluding overdraft)	(1,175)	(3,242)
Net debt	4,949	4,241
Total equity attributable to shareholders of the parent	32,688	31,990
Gearing	(15.1%)	(13.3%)

Analysis of the changes in liabilities arising from financing activities:

	Bank	Bank	Lease		Bank	Bank	Lease
	borrowings	overdrafts	liabilities	2024	borrowings	overdrafts	liabilities	2023
	£’000	£’000	£’000	£’000	£’000	£’000	£’000	£’000
Balance at 1 January	3,949	3,534	373	7,856	4,499	3,225	398	8,122
Exchange adjustments	-	(39)	(2)	(41)	(64)	(388)	(24)	(476)
Cash movements excluding exchange	(83)	(1,237)	(67)	(1,387)	(486)	697	(39)	172
adjustments
Additions	-	-	98	98	-	-	38	38
Balance at 31 December	3,866	2,258	402	6,526	3,949	3,534	373	7,856

21. PROVISION FOR REHABILITATION

	2024	2023
	£’000	£’000
As at 1 January	1,614	1,715
Exchange adjustment	(44)	(213)
Increase in provision	-	-
Unwinding of discount	20	112
As at 31 December	1,590	1,614

Bisichi PLC

Financialstatements

Notestothefinancialstatements

22. FINANCIAL INSTRUMENTS

Total financial assets and liabilities

The Group’s financial assets and liabilities are as follows, representing both the fair value and the carrying value:

	Financial	Financial			Financial	Financial
	Assets	Liabilities			Assets	Liabilities
	measured	measured			measured	measured
	at	at			at	at
	amortised	amortised	Investments		amortised	amortised	Investments
	cost	cost	held at FVPL	2024	cost	cost	held at FVPL	2023
	£’000	£’000	£’000	£’000	£’000	£’000	£’000	£’000
Cash and cash equivalents	1,175	-	-	1,175	3,242	-	-	3,242
Non-current other investments held	-	-	14,339	14,339	-	-	14,258	14,258
at FVPL
Investments in listed securities held	-	-	628	628	-	-	734	734
at FVPL
Trade and other receivables	7,658	-	-	7,658	7,571	-	-	7,571
Bank borrowings and overdraft	-	(6,124)	-	(6,124)	-	(7,483)	-	(7,483)
Lease Liabilities	-	(402)	-	(402)	-	(373)	-	(373)
Other liabilities	-	(16,439)	-	(16,439)	-	(16,495)	-	(16,495)
	8,833	(22,965)	14,967	835	10,993	(24,351)	14,992	1,634

Investments in listed securities and other investments held at fair value through profit and loss fall under level 1 of the fair value hierarchy

into which fair value measurements are recognised in accordance with the levels set out in IFRS 7. The comparative figures for 2023 fall

under the same category of financial instrument as 2024.

The carrying amount of short term (less than 12 months) trade receivable and other liabilities approximate their fair values. The fair value of

non-current borrowings in note 20 approximates its carrying value and was determined under level 2 of the fair value hierarchy and is estimated

by discounting the future contractual cash flows at the current market interest rates for UK borrowings and for the South African overdraft

facility. The fair value of the lease liabilities in note 31 approximates its carrying value and was determined under level 2 of the fair value

hierarchy and is estimated by discounting the future contractual cash flows at the current market interest rates.

Treasury policy

Although no derivative transactions were entered into during the current and prior year, the Group may use derivative transactions such

as interest rate swaps and forward exchange contracts as necessary in order to help manage the financial risks arising from the Group’s

activities. The main risks arising from the Group’s financing structure are interest rate risk, liquidity risk, market risk, credit risk, currency

risk and commodity price risk. There have been no changes during the year of the main risks arising from the Group’s finance structure.

The policies for managing each of these risks and the principal effects of these policies on the results are summarised below.

Interest rate risk

Interest rate risk is the risk that the value of a financial instrument or cashflows associated with the instrument will fluctuate due to

changes in market interest rates. Interest rate risk arises from interest bearing financial assets and liabilities that the Group uses.

Treasury activities take place under procedures and policies approved and monitored by the Board to minimise the financial risk faced

by the Group. Interest bearing assets comprise cash and cash equivalents which are considered to be short-term liquid assets and

loans to joint ventures.

Bisichi PLC

Financialstatements

Notestothefinancialstatements

22.FINANCIALINSTRUMENTSCONTINUED

Interest bearing borrowings comprise bank loans, bank overdrafts and variable rate finance lease obligations. The rates of interest vary

based on Bank of England in the UK and PRIME in South Africa.

As at 31 December 2024, with other variables unchanged, a 1% increase or decrease in interest rates, on investments and borrowings

whose interest rates are not fixed, would respectively change the profit/loss for the year by £93,000 (2023: £56,000). The effect on equity

of this change would be an equivalent decrease or increase for the year of £93,000 (2023: £56,000).

Liquidity risk

The Group’s policy is to minimise refinancing risk. Efficient treasury management and strict credit control minimise the costs and risks

associated with this policy which ensures that funds are available to meet commitments as they fall due. As at year end the Group held

borrowing facilities in the UK in Bisichi PLC and in South Africa in Sisonke Coal Processing (Pty) Ltd.

The following table sets out the maturity profile of contractual undiscounted cash flows of financial liabilities as at 31 December:

	2024	2023
	£’000	£’000
Within one year	19,480	24,431
From one to two years	542	62
From two to five years	3,947	130
Beyond five years	152	144
	24,121	24,767

The following table sets out the maturity profile of contractual undiscounted cash flows of financial liabilities as at 31 December maturing

within one year:

	2024	2023
	£’000	£’000
Within one month	1,700	7,512
From one to three months	12,347	11,255
From four to twelve months	5,433	5,664
	19,480	24,431

In South Africa, an R85million trade facility is held with Absa Bank Limited by Sisonke Coal Processing (Pty) Limited (“Sisonke Coal

Processing”) in order to cover the working capital requirements of the Group’s South African operations. The interest cost of the loan is at

the South African prime lending rate plus 3.8%. The facility is renewable annually, is repayable on demand and is secured against

inventory, debtors and cash that are held by Sisonke Coal Processing (Pty) Limited. The facility is included in cash and cash equivalents

within the cashflow statement.

In the UK, the Group entered into a £3.9million term loan facility with Julian Hodge Bank Limited during the year. The loan is secured

against the Group’s UK retail property portfolio. The debt package has a five year term and is repayable at the end of the term in

December 2029. The overall interest cost of the loan is 4.00% above the Bank of England base rate. The Group intends to renew or

refinance the loan prior to the end of its term.

As a result of the above agreed banking facilities, the Directors believe that the Group is well placed to manage its liquidity risk.

100

Bisichi PLC

Financialstatements

Notestothefinancialstatements

22.FINANCIALINSTRUMENTSCONTINUED

Credit risk

The Group is mainly exposed to credit risk on its cash and cash equivalents, trade and other receivables and amounts owed by joint

ventures as per the balance sheet. The maximum exposure to credit risk is represented by the carrying amount of each financial asset in

the balance sheet which at year end amounted to £8,833,000 (2023: £10,993,000).

To mitigate risk on its cash and cash equivalents, the Group only deposits surplus cash with well-established financial institutions of high

quality credit standing.

The Group’s credit risk is primarily attributable to its trade receivables. Trade debtor’s credit ratings are reviewed regularly. The Group’s

review includes measures such as the use of external ratings and establishing purchase limits for each customer. The Group had

amounts due from its significant revenue customers at the year-end that represented 19% (2023: 73%) of the trade receivables balance.

These amounts have been subsequently settled. The Group approach to measure the credit loss allowance for trade receivables is

outlined in note 17. At year end, the Group allowance for doubtful debts provided against trade receivables was £125,000 (2023:

£374,000). As at year end the amount of trade receivables held past due date less credit loss allowances was £84,000 (2023: £144,000).

To date, the amount of trade receivables held past due date less credit loss allowances that has not subsequently been settled is

£71,000 (2023: £19,000). Management have no reason to believe that this amount will not be settled.

The Group exposure to credit risk on its loans to joint ventures and other receivables is mitigated through ongoing review of the

underlying performance and resources of the counterparty including evaluation of different scenarios of probability of default and

expected loss applicable to each of the underlying balances.

Financial assets maturity

On 31 December 2024, cash at bank and in hand amounted to £1,175,000 (2023: £3,242,000) which is invested in short term bank

deposits maturing within one year bearing interest at the bank’s variable rates. Cash and cash equivalents all have a maturity of less than

3 months.

Foreign exchange risk

All trading is undertaken in the local currencies except for certain export sales which are invoiced in dollars. It is not the Group’s policy to

obtain forward contracts to mitigate foreign exchange risk on these contracts as payment terms are within 15 days of invoice or earlier.

Funding is also in local currencies other than inter-company investments and loans and it is also not the Group’s policy to obtain forward

contracts to mitigate foreign exchange risk on these amounts. During 2024 and 2023 the Group did not hedge its exposure of foreign

investments held in foreign currencies.

The principal currency risk to which the Group is exposed in regard to inter-company balances is the exchange rate between Pounds

sterling and South African Rand. It arises as a result of the retranslation of Rand denominated inter-company trade receivable balances

held within the UK which are payable by South African Rand functional currency subsidiaries.

Based on the Group’s net financial assets and liabilities as at 31 December 2024, a 25% strengthening of Sterling against the South

African Rand, with all other variables held constant, would decrease the Group’s profit after taxation by £231,000 (2023: £280,000). A

25% weakening of Sterling against the South African Rand, with all other variables held constant would increase the Group’s profit after

taxation by £386,000 (2023: £466,000). The 25% sensitivity has been determined based on the average historic volatility of the exchange

rate.

101

Bisichi PLC

Financialstatements

Notestothefinancialstatements

22.FINANCIALINSTRUMENTSCONTINUED

The table below shows the currency profiles of cash and cash equivalents:

	2024	2023
	£’000	£’000
Sterling	297	1,570
South African Rand	874	1,109
US Dollar	4	563
	1,175	3,242

Cash and cash equivalents earn interest at rates based on Bank of England rates in Sterling and Prime in Rand.

The tables below shows the currency profiles of net monetary assets and liabilities by functional currency of the Group:

		South
		African
	Sterling	Rands
2024:	£’000	£’000
Sterling	8,916	-
South African Rand	1	(11,283)
US Dollar	3,201	-
	12,118	(11,283)

		South
		African
	Sterling	Rands
2023:	£’000	£’000
Sterling	12,082	-
South African Rand	40	(12,583)
US Dollar	2,095	-
	14,217	(12,583)

102

Bisichi PLC

Financialstatements

Notestothefinancialstatements

23. DEFERRED TAXATION ASSETS/(LIABILITIES)

	2024	2023
	£’000	£’000
As at 1 January	318	(872)
Recognised in income	(1,153)	1,018
Exchange adjustment	22	172
As at 31 December	(813)	318
The deferred tax balance comprises the following:
Revaluations	(876)	(924)
Capital allowances	(5,633)	(4,562)
Short term timing difference	596	846
Unredeemed capital deductions	3,024	2,665
Losses and other deductions	2,076	2,293
	(813)	318

Refer to note 8 for details of deferred tax recognised in income in the current year. Tax rates of 25% (2023: 25%) in the UK and 27%

(2023: 27%) in South Africa were utilised to calculate year end deferred tax balances.

24. SHARE CAPITAL

	2024	2023
	£’000	£’000
Authorised: 13,000,000 ordinary shares of 10p each	1,300	1,300

Allotted and fully paid:

	2024	2023
	Number of	Number of
	ordinary	ordinary	2024	2023
	shares	shares	£’000	£’000
At 1 January and outstanding at 31 December	10,676,839	10,676,839	1,068	1,068

25. OTHER RESERVES

	2024	2023
	£’000	£’000
Equity share options	1,026	1,026
Net investment premium on share capital in joint venture	86	86
	1,112	1,112

103

Bisichi PLC

Financialstatements

Notestothefinancialstatements

26. SHARE BASED PAYMENTS

Details of the share option scheme are shown in the Directors’ remuneration report on page 43 under the heading Share option schemes

which is within the audited part of this report. Further details of the share option schemes are set out below.

The Bisichi PLC Unapproved Option Schemes:

				Number of
			Number of share	share options	Number of share for
		Period within	for which options	lapsed/surrendered	which options
	Subscription	which options	outstanding at	/awarded	outstanding at
Year of grant	price per share	exercisable	31 December 2023	during year	31 December 2024
2022	352.0p	Sep 2022 – Sep 2032	760,000	-	760,000

On 1 September 2022 the company granted additional options to the following directors of the company:

A. Heller 380,000 options at an exercise price of 352.0p per share.

G. Casey 380,000 options at an exercise price of 352.0p per share.

The options vest on date of grant and are exercisable within a period of 10 years from date of grant. There are no performance or service

conditions attached to the 2022 options which are outstanding at 31 December 2024. The above options were valued at £547,200 at

date of grant using the Black-Scholes-Merton model with the following assumptions:

Expected volatility 54.18% (Based on historic volatility)

Expected life 4 years

Risk free rate 1.58%

Expected dividends 6.90%

		2024
		Weighted		2023
		average		Weighted
	2024	exercise	2023	average
	Number	price	Number	exercise price
Outstanding at 1 January	760,000	352.00p	760,000	352.00p
Lapsed/Surrendered/cancelled during the year	-	-	-	-
Issued during the year	-	-	-	-
Outstanding at 31 December	760,000	352.00p	760,000	352.00p
Exercisable at 31 December	760,000	352.00p	760,000	352.00p

27. NON-CONTROLLING INTEREST

	2024	2023
	£’000	£’000
As at 1 January	1,604	1,759
Issue of shares in subsidiary	-	-
Share of profit/(loss)fortheyear	2,288	51
Dividends paid	-	-
Exchange adjustment	(45)	(206)
As at 31 December	3,847	1,604

104

Bisichi PLC

Financialstatements

Notestothefinancialstatements

27.NON-CONTROLLINGINTERESTCONTINUED

The non-controlling interest comprises of a 37.5% interest in Black Wattle Colliery (Pty) Ltd and its wholly owned subsidiary Sisonke Coal

Processing (Pty) Ltd. Black Wattle Colliery (Pty) Ltd is a coal mining company and Sisonke Coal Processing (Pty) Ltd is a coal processing

company both incorporated in South Africa. Summarised financial information reflecting 100% of the underlying consolidated relevant

figures of Black Wattle Colliery (Pty) Ltd’s and its wholly owned subsidiary Sisonke Coal Processing (Pty) Ltd is set out below.

	2024	2023
	£’000	£’000
Revenue	48,335	47,423
Expenses	(43,549)	(47,275)
Profit/(loss) for the year	4,786	148
Other comprehensive Income	-	-
Total comprehensive income for the year	4,786	148
Balance sheet
Non-current assets	22,704	18,843
Current assets	9,414	9,033
Current liabilities	(18,549)	(20,451)
Non-current liabilities	(3,740)	(2,262)
Net assets at 31 December	9,829	5,163

The non-controlling interest originates from the disposal of a 37.5% shareholding in Black Wattle Colliery (Pty) Ltd in 2010 when the total

issued share capital in Black Wattle Colliery (Pty) Ltd was increased from 136 shares to 1,000 shares at par of R1 (South African Rand)

through the following shares issue:

•• a subscription for 489 ordinary shares at par by Bisichi Mining (Exploration) Limited increasing the number of shares held from 136

ordinary shares to a total of 625 ordinary shares;

•• a subscription for 110 ordinary shares at par by Vunani Mining (Pty) Ltd;

•• a subscription for 265 “A” shares at par by Vunani Mining (Pty) Ltd

On 12 April 2022 the total issued share capital in Black Wattle Colliery (Pty) Ltd was increased further from 1000 shares to 1002 shares at

par of R1 through the following share issue:

•• a subscription of 1 “B” Share at par by Bisichi Mining (Exploration Limited);

•• a subscription of 1 “B” Share at par by Vunani Mining (Pty) Ltd

Bisichi Mining (Exploration) Limited is a wholly owned subsidiary of Bisichi PLC incorporated in England and Wales.

Vunani Mining (Pty) Ltd is a South African Black Economic Empowerment company and minority shareholder in Black Wattle Colliery

(Pty) Ltd.

The “A” shares rank pari passu with the ordinary shares save that they will have no dividend rights until such time as the dividends paid

by Black Wattle Colliery (Pty) Ltd on the ordinary shares subsequent to 30 October 2008 will equate to R832,075,000.

105

Bisichi PLC

Financialstatements

Notestothefinancialstatements

27.NON-CONTROLLINGINTERESTCONTINUED

A non-controlling interest of 15% in Black Wattle Colliery (Pty) Ltd is recognised for all profits distributable to the 110 ordinary shares held

by Vunani Mining (Pty) Ltd from the date of issue of the shares (18 October 2010). An additional non-controlling interest will be

recognised for all profits distributable to the 265 “A” shares held by Vunani Mining (Pty) Ltd after such time as the profits available for

distribution, in Black Wattle Colliery (Pty) Ltd, before any payment of dividends after 30 October 2008, exceeds R832,075,000.

The “B” shares rank pari passu with the ordinary shares save that they have sole rights to the distributable profits attributable to certain

mining reserves held by Black Wattle Colliery (Pty) Ltd. A non-controlling interest is recognised for all profits distributable to the “B”

shares held by Vunani Mining (Pty) Ltd from the date of issue of the shares (12 April 2022).

28. RELATED PARTY TRANSACTIONS

		At 31 December	Costs	During the year
	Amounts	Amounts	recharged	Cash paid
	owed	owed	(to)/by	(to)/by
	to related	by related	related	related
	party	party	party	party
	£’000	£’000	£’000	£’000
Related party:
London & Associated Properties PLC (note (a))	-	-	200	(200)
West Ealing Projects Limited (note (b))	-	(1,944)	-	(326)
Dragon Retail Properties Limited (note (c))	-	(76)	(36)	(73)
Development Physics Limited (note (d))	-	-	226	-
As at 31 December 2024	-	(2,020)	390	(599)
London & Associated Properties PLC (note (a))	-	-	200	(200)
West Ealing Projects Limited (note (b))	-	(1,618)	-	(381)
Dragon Retail Properties Limited (note (c))	33	-	(36)	(51)
Development Physics Limited (note (d))	-	(226)	-	(84)
As at 31 December 2023	33	(1,844)	164	(716)

(a) London & Associated Properties PLC – London & Associated Properties PLC (“LAP”) is a substantial shareholder and parent

company of Bisichi PLC. Property management, office premises, general management, accounting and administration services are

provided for Bisichi PLC and its UK subsidiaries. Bisichi PLC continues to operate as a fully independent company and currently

LAP owns only 41.52% of the issued ordinary share capital. However, LAP is deemed under IFRS 10 to have effective control of

Bisichi PLC for accounting purposes.

(b) West Ealing Projects Limited – West Ealing Projects Limited (“West Ealing”) is an unlisted property company incorporated in

England and Wales. West Ealing is owned equally by the company and London & Associated Properties PLC and is accounted as a

joint venture and treated as a non-current asset investment.

(c) Dragon Retail Properties Limited – (“Dragon”) is owned equally by the company and London & Associated Properties PLC.

Dragon is accounted as a joint venture and is treated as a non-current asset investment.

(d) Development Physics Limited – Development Physics Limited (“DP”) is an unlisted property company incorporated in England

and Wales. DP is owned equally by the company, London & Associated Properties PLC and Metroprop Real Estate Ltd and is

accounted as a joint venture and treated as a non-current asset investment.

106

Bisichi PLC

Financialstatements

Notestothefinancialstatements

28.RELATEDPARTYTRANSACTIONSCONTINUED

Key management personnel comprise of the directors of the company who have the authority and responsibility for planning, directing,

and controlling the activities of the company. Details of key management personnel compensation and interest in share options are shown

in the Directors’ Remuneration Report on pages 41 and 43 under the headings Directors’ remuneration, Pension schemes and incentives

and Share option schemes which is within the audited part of this report. The total employers’ national insurance paid in relation to the

remuneration of key management was £199,000 (2023: £326,000). In 2012 a loan was made to one of the directors, Mr A R Heller, for

£116,000. Interest is payable on the Director’s Loan at a rate of 6.14 per cent. There is no fixed repayment date for the Director’s Loan.

The loan amount outstanding at year end was £41,000 (2023: £41,000) and no repayment (2023: £nil) was made during the year.

The non-controlling interest to Vunani Mining (Pty) Ltd is shown in note 27. In addition, the Group holds an investment in Vunani Limited

with a fair value of £31,000 (2023: £40,000) and an investment in Vunani Capital Partners (Pty) Ltd of £48,000 (2023: £70,000). Both are

related parties to Vunani Mining (Pty) Ltd and are classified as non-current available for sale investments.

29. EMPLOYEES

	2024	2023
	£’000	£’000
Staff costs during the year were as follows:
Salaries	7,055	6,495
Social security costs	259	326
Pension costs	447	449
Share based payments	-	-
	7,761	7,270
	2024	2023
The average weekly numbers of employees of the Group during the year were as follows:
Production	200	209
Administration	16	15
	216	224

30. CAPITAL COMMITMENTS

	2024	2023
	£’000	£’000
Commitments for capital expenditure approved and contracted for at the year end	-	-

107

Bisichi PLC

Financialstatements

Notestothefinancialstatements

31. LEASE LIABILITIES AND FUTURE PROPERTY LEASE RENTALS

The lease liabilities are secured by the related underlying assets. The undiscounted maturity analysis of lease payments at

31 December 2024 is as follows:

	Mining
	Equipment &		Head
	Development	Motor	Lease
	costs	Vehicles	Property	2024	2023
	£’000	£’000	£’000	£’000	£’000
Within one year	46	27	13	86	62
Second to fifth year	125	23	51	199	188
After five years	-	-	1,531	1,531	1,573
	171	50	1,595	1,816	1,824
Discounting adjustment	(22)	(3)	(1,389)	(1,414)	(1,451)
Present value	149	47	206	402	373

The present value of minimum lease payments at 31 December 2024 is as follows:

	Mining
	Equipment &		Head
	Development	Motor	Lease
	costs	Vehicles	Property	2024	2023
	£’000	£’000	£’000	£’000	£’000
Within one year (Note 19)	36	25	13	74	54
Second to fifth year	113	22	41	176	157
After five years	-	-	152	152	163
Present value	149	47	206	402	373

With the exception of short-term leases and leases of low-value underlying assets, each lease is reflected on the balance sheet as a

right-of-use asset and a lease liability. The Group classifies its right-of-use assets in a consistent manner to its property, plant and

equipment. Lease liabilities due within one year are classified within trade and other payables in the balance sheet.

The Group has one lease for mining equipment in South Africa and two leases for motor vehicles in the United Kingdom. Both leases

have terms of less than 5 years are either non-cancellable or may only be cancelled by incurring a substantive termination fee. Lease

payments for mining equipment are subject to changes in consumer price inflation in South Africa.

The Group has one lease contract for an investment property. The remaining term for the leased investment property is 124 years (2023:

125 years). The annual rent payable is the higher of £7,500 or 6.25% of the revenue derived from the leased assets.

The Group has entered into rental leases on its investment property portfolio consisting mainly of commercial properties. These leases

have terms of between 1 and 103 years. All leases include a clause to enable upward revision of the rental charge on an annual basis

according to prevailing market conditions.

108

Bisichi PLC

Financialstatements

Notestothefinancialstatements

31.LEASELIABILITIESANDFUTUREPROPERTYLEASERENTALSCONTINUED

The future aggregate minimum rentals receivable under non-cancellable operating leases are as follows:

	2024	2023
	£’000	£’000
Within one year	968	959
Second year	864	854
Third year	766	756
Fourth year	683	674
Fifth year	633	624
After five years	9,383	9,327
	13,297	13,194

32. CONTINGENT LIABILITIES AND POST BALANCE SHEET EVENTS

Bank Guarantees

Bank guarantees have been issued by the bankers of Black Wattle Colliery (Pty) Limited on behalf of the company to third parties.

The guarantees are secured against the assets of the company and have been issued in respect of the following:

	2024	2023
	£’000	£’000
Rail siding	42	43
Rehabilitation of mining land	1,590	1,614
Water & electricity	41	41

Contingent tax liability

The interpretation of laws and regulations in South Africa where the Group operates can be complex and can lead to challenges from or

disputes with regulatory authorities. Such situations often take significant time to resolve. Where there is a dispute and where a reliable

estimate of the potential liability cannot be made, or where the Group, based on legal advice, considers that it is improbable that there

will be an outflow of economic resources, no provision is recognised.

Black Wattle Colliery (Pty) Ltd is currently involved in a tax dispute in South Africa related to VAT. The dispute arose during the year

ended 31 December 2020 and is related to events which occurred prior to the years ended 31 December 2020. As at 28 April 2025, the

Group has been advised that it has a strong legal case, that it has complied fully with the legislation and, therefore, no economic outflow

is expected to occur. Because of the nature and complexity of the dispute, the possible financial effect of a negative decision cannot be

measured reliably. Accordingly, no provision has been booked at the year end. At this stage, the Group believes that the dispute will be

resolved in its favour.

109

Bisichi PLC

Financialstatements

Notes

2024

£’000

2023

£’000

Fixed assets

Tangible assets 35

113

Investment in joint ventures 36

664

665

Other investments 36

20,695

20,614

21,472

21,378

Current assets

Debtors – amounts due within one year 37

3,578

3,820

Debtors – amounts due in more than one year 37

1,690

1,280

Bank balances

191

1,651

5,459

6,751

Creditors – amounts falling due within one year 38

(1,552)

(782)

Net current assets 3,907

5,969

Total assets less current liabilities 25,379

27,347

Creditors – amounts falling in more than one year 38

(22)

Net assets 25,357

27,347

Capital and reserves

Called up share capital 24

1,068

Share premium account

258

Other reserves

1,027

Retained earnings 33

23,004

24,994

Shareholders’ funds 25,357

27,347

Thelossforthefinancialyear,beforedividendspayable,was£1,243,000(2023:lossof£78,000)

Thecompanyfinancialstatementswereapprovedandauthorisedforissuebytheboardofdirectorson28April2025andsignedonits

behalf by:

A R Heller

Director

G J Casey

Director

Company Registration No. 00112155

Company balance sheet

at31December2024

110

Bisichi PLC

Financialstatements

Company statement of changes in equity

fortheyearended31December2024

capital

£’000

premium

£’000

Other

reserve

£’000

Retained

earnings

£’000

Shareholders

funds

£’000

Balance at 1 January 2023 1,068 258 1,027 26,674 29,027

Dividends paid - - - (1,602) (1,602)

Profitandtotalcomprehensiveincomefortheyear - - - (78) (78)

Balance at 1 January 2024 1,068 258 1,027 24,994 27,347

Dividends paid - - - (747) (747)

Profitandtotalcomprehensiveincomefortheyear - - - (1,243) (1,243)

Balance at 31 December 2024 1,068 258 1,027 23,004 25,357

Notes to the financial statements

fortheyearended31December2023

111

Bisichi PLC

Financialstatements

Notes to the financial statements

fortheyearended31December2024

Company accounting policies for

the year ended 31 December 2024

The following are the main accounting

policies of the company:

Basis of preparation

Thefinancialstatementshavebeenprepared

in compliance with the UK Companies Act

2006 and in accordance with Financial

Reporting Standard 100 Application of

Financial Reporting Requirements and the

Financial Reporting Standard 101 Reduced

Disclosure Framework. The principal

accounting policies adopted in the

preparationofthefinancialstatementsare

set out below.

Thefinancialstatementshavebeenprepared

on a historical cost basis, except for the

revaluation of leasehold property and

certainfinancialinstruments.

Going concern

Details on the Group’s adoption of the going

concern basis of accounting in preparing

theannualfinancialstatementscanbe

found on page 71.

Disclosure exemptions adopted

Inpreparingthesefinancialstatements

the company has taken advantage of all

disclosure exemptions conferred by FRS

101 as well as disclosure exemptions

conferred by IFRS 2, 7, 13 and 16.

Thereforethesefinancialstatementsdo

not include:

•• certain comparative information as

otherwiserequiredbyIFRS;

•• certain disclosures regarding the

company’scapital;

•• astatementofcashflows;

•• the effect of future accounting standards

notyetadopted;

•• the disclosure of the remuneration of key

managementpersonnel;and

•• disclosure of related party transactions

with the company’s wholly owned

subsidiaries.

In addition, and in accordance with FRS

101, further disclosure exemptions have

been adopted because equivalent

disclosures are included in the company’s

Consolidated Financial Statements.

Dividends received

Dividendsarecreditedtotheprofitandloss

account when received.

Depreciation

Provisionfordepreciationontangiblefixed

assets is made in equal annual instalments

to write each item off over its useful life. The

rates generally used are:

Officeequipment 10–33percent

Motor Vehicles 33 percent

Joint ventures

Investments in joint ventures, being those

entities over whose activities the Group has

joint control as established by contractual

agreement, are included at cost, less

impairment.

Other Investments

Investments of the company in subsidiaries

arestatedinthebalancesheetasfixed

assets at cost less provisions for impairment.

Other investments comprising of shares in

listedcompaniesareclassifiedatfairvalue

throughprofitandloss.

Foreign currencies

Monetary assets and liabilities expressed in

foreign currencies have been translated at

the rates of exchange ruling at the balance

sheet date. All exchange differences are

takentotheprofitandlossaccount.

Financial instruments

Details on the Group’s accounting policy

forfinancialinstrumentscanbefoundon

page 77.

Deferred taxation

Details on the Group’s accounting policy for

deferred taxation can be found on page 78.

Leased assets and liabilities

Details on the Group’s accounting policy for

leased assets and liabilities can be found

on page 78.

Pensions

Details on the Group’s accounting policy for

pensions can be found on page 77.

Share based remuneration

Details on the Group’s accounting policy for

share based remuneration can be found on

page 77. Details of the share options in

issue are disclosed in the directors’

remuneration report on page 43 under the

heading share option schemes which is

within the audited part of this report.

Notes to the financial statements

fortheyearended31December2023

112

Bisichi PLC

Financialstatements

Notestothefinancialstatements

33. PROFIT & LOSS ACCOUNT

AseparateprofitandlossaccountforBisichiPLChasnotbeenpresentedaspermittedbySection408(2)oftheCompaniesAct2006.

Thelossforthefinancialyear,beforedividendspaid,was£1,243,000(2023:loss:£78,000)

Detailsofsharecapitalaresetoutinnote24oftheGroupfinancialstatementsanddetailsoftheshareoptionsareshowninthe

Directors’ Remuneration Report on page 43 under the heading Share option schemes which is within the audited part of this report

andnote26oftheGroupfinancialstatements.

34. DIVIDENDS

Detailsondividendscanbefoundinnote9intheGroupfinancialstatements.

35. TANGIBLE FIXED ASSETS

Leasehold

Property

£’000

Motor

Vehicles

£’000

Office

equipment

£’000

Total

£’000

Cost at 1 January 2024 45 131 52

228

Additions - 72 -

Disposals - (69) -

(69)

Cost at 31 December 2024 45 134 52 231

Accumulated depreciation at 1 January 2024 - 100 29

129

Depreciation charge for the year - 43 15

Disposal - (69) -

(69)

Accumulated depreciation at 31 December 2024 - 74 44 118

Net book value at 31 December 2024 45 60 8 113

Net book value at 31 December 2023 45 31 23

Leasehold property consists of a single unit with a long leasehold tenant. The term remaining on the lease is 36 years. Included in Motor

Vehiclesisright-of-useassetswithanetbookvalueof£46,000.

36. INVESTMENTS

Joint

ventures

£’000

Shares in

subsidiaries

£’000

Other

investments

£’000

Total Other

Investments

£’000

Net book value at 1 January 2024

665

6,356 14,258

20,614

Invested during the year

- 5,143

5,143

Repayment

- (5,236)

(5,236)

Impairment

(1)

- -

Gain in investments

- 174

174

Net book value at 31 December 2024 664 6,356 14,339 20,695

Investments in subsidiaries are detailed in note 15. In the opinion of the directors the aggregate value of the investment in subsidiaries

isnotlessthantheamountshowninthesefinancialstatements.

Other investments comprise of £12,888,000 (2023: £14,258,000) shares in listed companies and £1,451,000 in other investments

(2023: £nil).

113

Bisichi PLC

37. DEBTORS

2024

£’000

2023

£’000

Amounts due within one year:

Amounts due from subsidiary undertakings

1,319

1,664

Other debtors

158

188

Joint venture

2,020

1,844

Prepayments and accrued income

124

3,578

3,820

Amounts due in more than one year:

Deferred taxation

1,690

1,280

1,690

1,280

Amounts due within one year are held at amortised cost. The Group applies a simplified approach to measure the loss allowance for

trade receivables using the lifetime expected loss provision. The Group applies a general approach on all other receivables. The general

approach recognises lifetime expected credit losses when there has been a significant increase in credit risk since initial recognition.

The company has reviewed and assessed the underlying performance and resources of its counterparties including its subsidiary

undertakings and joint ventures.

38. CREDITORS

2024

£’000

2023

£’000

Amounts falling due within one year:

Amounts due to subsidiary undertakings

443

Joint venture

Other taxation and social security

Other creditors

148

104

Lease Liabilities

Accruals and deferred income

845

497

1,552

782

Amounts falling due in more than one year:

Lease Liabilities

Lease liabilities comprise of leases on Motor vehicles with remaining leases of less than 1 year. With the exception of short-term leases and

leases of low-value underlying assets, each lease is reflected on the balance sheet as a right-of-use asset and a lease liability.

39. POST BALANCE SHEET EVENTS

There have been no significant events affecting the Company since the year end.

Financial statements

Notes to the financial statements

www.bisichi.co.uk

Bisichi PLC

2nd floor,

12 Little Portland Street,

London W1W 8BJ

email: admin@bisichi.co.uk